Ben 10 (2005) Rewrite
by Mastered Ultra Instinct
Summary: When an old intergalactic enemy returns, a new hero emerges to help Ben confront this and other future enemies and misdemanors in brand-new adventures.
1. Prologue

**A/N: Hello, everyone! Not only do I do fanfics for "Dragon Ball Super" and "Teen Titans", but I now do them for "Ben 10"! How surprising is that?! By the way, the aliens in this prologue will be the same as the original ones in the beginning, but will evolve into versions similar to the reboot ones, especially the voices, although Vilgax would be voiced by Yuri Lowenthal in the prologue of this story, as well as the rest of it. That's just how awesome I think the new voice for Vilgax is. Plus, there's this cool new device I came up with, known as the Omni-Enhancer. It looks similar to Ben's upgraded Omnitrix, but in blue-green. Don't worry, though. For those, who appreciate Ben's upgraded Omnitrix, it will appear near the ending of this prologue. Although, unlike the Omnitrix, the Omni-Enhancer changes its user only halfway into an alien form and lasts for 20 minutes, unless the Omni-Enhanced power becomes activated, resetting the timer to 10 minutes, let alone 5. Pretty cool, right? Anyhoo, enjoy.**

 **Ben 10 (2005) Rewrite**

 **Prologue**

" **Shock Rock Unleashed"**

 **Chapter 1**

It all began with the news showing the police chasing after an armored car, which had swerved right and left, avoiding the by-standing cars and even passed by Max Tennyson's RV as the news reporter of Channel 4 covered the events.

"We're live on the scene of a high-speed police pursuit of an armored car stolen earlier today from the federal reserve in Denver. It is also believed the thieves had hostages."

At that moment, a blue Diamond-like crevice formed in front of the armored car before it grazed the bottom of the car, causing it to swerve to the right and stop, facing the opposite direction that cars normally travel through before the police cornered it. Then, the robber hopped out of the car and then grabbed a man with brown hair, a gray shirt, and a red tie while the other robber grabbed not only a girl with long silver hair and blue eyes with a casual long-sleeved pink T-shirt and dark blue pants, but also a sort of electrical weapon before he shot out a bolt of electricity at the police car, shorting it out, earning the girl's gasp, although the policemen managed to get out in time. It was afterward that she turned to see someone from the smoke emerging. Someone with diamondlike blades on his back, along with a sort of diamondlike skin and yellow eyes. The girl sighed in relief, knowing exactly who he is, causing the robber to turn to notice him as the news reporter spoke.

"Wait. What's this?", asked the reporter.

Then, the robber aimed the weapon at Diamondhead only for him to slice it in half, causing the robber to flee after releasing his free grip on the silver-haired girl and ran off, only for Diamondhead to squint his eyes a bit before he lifted up another pillar of diamonds, practically trapping him, probably due to his secret fear of heights, although the robber doesn't show it, but instead shows confusion and surprise and clings onto one of the diamonds as the news reporter spoke further.

"Yes, it looks like we have another alien sighting."

Then, the girl caught up to Diamondhead and spoke.

"Thanks, Diamondhead.", the girl thanked.

Diamondhead then replied before he grew puzzled.

"No problem. Wait. How do you know me?", asked Diamondhead.

"I've heard stories about you when you first appeared and saved everyone when that drone attacked. In fact, one guy even called you a Diamond-headed guy while thanking you."

Diamondhead grew slightly embarrassed on his part.

"Oh. You know about that, huh?", Diamondhead asked.

"Yeah, but that's okay. You've done so much good for everyone and that's all that matters."

At that moment, she gasped upon seeing the robber walk out, holding her father captive in his arms.

"What's wrong?", Diamondhead asked.

"There!", the girl shouted, pointing to the robber.

Then, Diamondhead raised his right hand.

"All right, then. I suggest you let the girl's father go. Otherwise...", Diamondhead began before he converted his fingers into a pointy blade and grinned. "Well, you get the point. Get it? Point?", Diamondhead joked.

Then, the girl gave a smirk.

"I'd do what he says.", the girl warned, prompting the robber to let her father go as he gulped.

Then, the family duo hugged each other with a warm embrace.

"Dad! Thank goodness."

Then, the father spoke to her daughter.

"It's alright, Emily. We'll let the police take care of the rest.", the father assured.

Then, Emily turned to Diamondhead as the father spoke to him.

"I can't thank you enough for saving my daughter.", the father stated.

Diamondhead felt it was nothing, although he couldn't place the father's name.

"No problem, Mr. uh... What's your name?", asked Diamondhead.

Emily giggled before the father held out his hand and decided to introduce himself and his daughter.

"Oh, right. We haven't introduced ourselves yet. I'm Dave Roosevelt. And you already met my daughter Emily."

"Hello.", Emily greeted.

Then, Diamondhead gave a grin at the pair.

"Nice to meet you two. Well, catch you guys later.", Diamondhead said before he left via trail of Diamond that seemed to be midair.

"Thank you, Diamondhead!", shouted Emily and Dave.

Then, it showed Vilgax and his minion watching from the warship as the breaking news was broadcast.

"We don't know where these strange creatures come from, but they seem to be here to help."

* * *

Needless to say, Vilgax was apparently frustrated by the way the Omnitrix was being used, but stayed calm about it.

"The Omnitrix wasted on pointless heroics."

The minion wanted to know what he should do next.

"Shall I dispatch more drones to retrieve it?", asked Vilgax's minion.

Then, the door opened with steam hissing out as Vilgax spoke, walked out and crushed a tiny medical drone underfoot.

"There is no need. In fact, my other drones received word that Azmuth has sent something else on course to Earth. Word is, that 'something else' is said to be much more powerful than the Omnitrix itself. How that is possible, I do not know. But once I get that weapon, I'll find out for myself. In the meantime, whether it is attaining the Omnitrix or Azmuth's latest weapon, I will see to this task myself."

* * *

 **Chapter 2**

Emily was sound asleep in her father's own RV when a sort of meteor crashed in the nearby forest, waking her up by surprise.

"Aah! I'm awake!", Emily snapped as she woke before turning to the window and noticing a cloud of smoke moving upward from the crash on a nearby forest.

"What was that?"

At that moment, Dave walked in.

"You heard that too, Emily?"

Emily then turned to her father before pointing to the smoke just outside from her window.

"Yeah. It even woke me up at nearly 3:00 in the morning. The smoke must be coming from where it crashed.", Emily theorized.

Dave knew what her daughter was suggesting.

"Hold on there, Emily. We don't even know what's out there."

"All the more reason we should check it out, but carefully. True, we may not know what just crashed there, but the way I see it, the only way we know for sure is to check it out. Besides, what if someone got hurt? We might need to bring our phones, just in case we find someone who did get hurt.", Emily cautioned.

Frankly, Dave was not only surprised about Emily's determination, but also her carefulness.

"Wow. And I thought I was the cautious one.", Dave admitted.

Emily gave a slight giggle before explaining.

"Anyway, we have to find out what that crash was about."

Dave saw no point in arguing about it, mainly due to the fact that Emily was not only focused, but also cautious about going there as he sighed.

"All right, Emily. But we'll have to tread carefully. There's no telling what that crash is about.", Emily's father urged.

"That's why we're going there, isn't it?", Emily reiterated.

Later, they arrived at the crash site where there seemed to be a larger crater with something in the bottom of it.

"Whoa. That is one big crater. But the real mystery is what's at the center of it?", Emily reacted.

Dave then put his hand in Emily's shoulder causing her to turn her head.

"Be careful, Emily.", Dave warned.

Emily nodded before she carefully slid down the crater and cautiously walked toward the pod.

"Huh. That's what crashed here? Odd."

Then, suddenly, the pod opened up, catching Emily by slight surprise as she gave a small yelp, worrying her father.

"What is it?", Dave shouted.

"Nothing! Just got surprised, Dad! But I think the pod's opening!", Emily shouted back.

Then, as Emily took cautious steps backwards, a bright blue-green light began to shine in the darkness of the pod, causing Emily to be quite surprised.

"Huh?", Emily puzzled.

And there it was. A watch-like device similar to the Omnitrix, except the white lines are blue-green, although the curves are still white while the sides of the dial are in the same color as the lines as well as the main button at the top of the bottom side near the faceplate, the four dots facing North, West, East, and South, and the symbol that starts of as blue on the top and bottom but then appears blue-green in the middle. That caught Emily's attention.

"Wait a second. Is that... a watch?", Emily asked.

"What was a watch like that doing in outer space?", Dave asked before he placed his finger on his chin, seeing the watch from far away.

"Although, I can't help but feel that I've noticed something like it somewhere before."

Emily grew curious and turned to the watch-like device.

"Hmm. Well, only one way to find out.", Emily stated before she reached for the watch just before it beeped and flashed, surprising her with a gasp before the dial symbol intersected with itself and showed a holo-message from some sort of ancient alien wearing green and black clothing.

"Okay. That's a new one.", Emily stated.

Then, she turned to her father.

"Dad! You might want to come see this!", Emily shouted.

Dave then carefully slid down to join her daughter as the alien began to speak in the Holo-message.

"Greetings, earthling. My name is Azmuth, and I am a Galvan. I see you've uncovered the Omni-Enhancer."

Emily grew surprised.

"'Omni-Enhancer'? Is that what the watch is?", Emily puzzled.

Then, the Holo-Message continued further with Emily "ooh'ing" at the fact that Galvans are the smartest beings in five galaxies.

"As I'm sure you're quite curious, this device can alter your DNA with some strands of a DNA sample from various aliens across the galaxy, such as a Vulpimancer, a Tetramand, a Galvan, which are the smartest beings in five galaxies, a Kineceleran, a Galvanic Mechamorph, a Petrosapien, a Piscciss Volann, a Lepidopterran, An Ectonurite, a pyronite, and a Fulmini. In other words, it can mix your DNA with the DNA of any alien in the Omni-Enhancer."

The fact surprised both Emily and Dave.

"What?"

"It can really do that?", Dave puzzled.

"And it can not only transform you only halfway into a specific alien you choose, but also last for 20 Earth minutes before it times out and reverts your DNA back to normal."

Emily sighed with relief.

"Well, that's a relief."

Then, the holo-message continued.

"There's also one crucial, special detail. It allows you, the wearer, to enhance the alien DNA present during the transformation, thus 'Omni-Enhancing' it. But the power is untamed, so I advise that you do not use that power, unless it is absolutely necessary."

Dave then understood the point, giving his daughter cause for confusion.

"So, we have to save that a last resort."

"Uh, Dad? Since when do you understand stuff like that?"

Dave knew that he had done explaining to do.

"It's a long story, Emily. I'll tell you after the holo-message."

Then, it continued further as the holo-message showed a picture of Vilgax beside Azmuth before it showed a picture of the Omnitrix.

"Finally, there was a reason I sent it to this planet called Earth. A tyrannical Chimeran known as Vilgax, Conqueror of 10 Worlds, is scouring the planet for the device known as the Omnitrix. If he were to claim it, he would conquer the entire universe! It's your job to find the user of the Omnitrix, protect him, and defeat Vilgax at all costs. Only then, will peace in the universe prosper."

Emily somehow knew that Vilgax seemed to be a bad guy while Dave knew the Omni-Enhancer reminded him of something.

"I knew it reminded me of something.", Dave stated.

"What is it?"

"I actually saw it once, but I couldn't remember until just now."

"Wow. Vilgax is that bad, huh? The Omnitrix must be that really important.", Emily guessed.

Azmuth then decided to end the holo-message.

"I bid you good luck, until next time."

Then, the holo-message ended before the dial went back to normal just as Emily turned to her father.

"Well? What do we do now?", asked Emily.

"We're going to find whoever has the Omnitrix and keep him away from Vilgax.", Dave stated.

Emily nodded before she reached for the Omni-Enhancer, only for it to leap toward her wrist and stick itself upon it, surprising her with a yelp, before she quickly realized what it meant.

"Well, I guess I'm wearing this thing, now."

Dave then decided to make due.

"Well, we'll just have to make due. Now, let's go.", Dave urged.

Then, Emily nodded and ran with him as she wanted to know something.

"Okay, but how are we going to find whoever has the Omnitrix? Who's even wearing it?", asked Emily as she sat down and put her seatbelt on while Dave put his on at the driver's seat.

"I have an idea how, and it may require help from an old friend.", Dave answered as he drove the RV.

* * *

Elsewhere, Ben just woke up from some sort of nightmare before Grandpa Max turned the lights on.

"Another nightmare, Ben?", asked Max.

"It was that weird alien from my vision, only bigger, uglier, and scarier.", Ben replied.

"Sure you weren't just looking in a mirror?", Gwen joked.

Then, Max had to assure his grandson that it was only a dream.

"It was just a bad dream, son. We can talk about it in the morning.", Max said as he went back to the driver's seat.

Ben could still remember the dream he just had.

"It seemed so real. He looked right at me and said, 'I'm coming for you, now.'"

Max widened his eyes from hearing this and knew what it could mean.

"Change of plan. We're hitting the road right now.", Max stated.

Ben and Gwen turned to each other in confusion before turning to Max as she gave a slight complaint.

"Grandpa, it's 3:00 in the morning."

"Best way to beat the traffic.", Max responded.

Then, a blue RV with a blue paint at the top as well as a sort of UFO Logo on the side of it appeared next to the Rustbucket by its left.

"Heya, Maxie!", Dave greeted.

Then, Max turned to see not the man from the news Diamondhead saved once, but also his daughter as well.

"Why, hello there, Dave!", Max greeted.

Ben was quite puzzled.

"Wait. How do you guys know each other? Apart from seeing him on the news."

"Well, let's just say we go way back, Ben."

Then, Ben noticed Emily walking in the Rustbucket with her father, much to his surprise.

"Emily?", Ben exclaimed.

Emily saw Ben's surprise as if he knew her.

"Um, did I miss something?", Emily asked.

Then, Emily saw what was on Ben's wrist, much to her surprise.

"That's the Omnitrix!", Emily exclaimed before she realized what happened.

"Wait a minute. You were the one who saved us from those robbers disguised as Diamondhead, weren't you?", Emily asked, surprising Ben.

"What? What gave it away?", asked Ben.

"Well, I just happen to have a cool watch of my own.", Emily replied, showing the Omni-Enhancer to Ben, surprising him.

"Wait. There was another Omnitrix? You have it?"

"Yep. I just got it earlier this morning. Pretty awesome, right?"

Ben practically got all teary-eyes with amazement.

"Yes."

Emily giggled before she wanted to know something else.

"By the way, what's your name?", asked Emily.

"Oh. My name is Ben.", Ben replied.

Emily smiled from hearing it.

"Nice to meet you, Ben."

Grandpa Max and Dave saw the scene and knew what it meant.

"Sounds like they're getting along rather quickly.", Dave guessed.

"Sure sounds like it.", Max agreed.

Then, Emily turned to Dave while Ben turned to Max and asked the same question in unison, but for different people.

"Can I stay with Ben in the Rustbucket, please?!", asked Emily.

"Can she stay with me in the Rustbucket, please?!", asked Ben.

Dave and Max grew equally amazed.

"Wow. They sure are alike, aren't they?", Dave admitted.

Max gave a sort of grin before he answered Ben and Emily's question.

"Of course. Emily's welcome to stay at the Rustbucket any time.", Max answered before Ben and Emily raised their fists together, pumped them, and then expressed their excitements on unison.

"Yes!", Ben and Emily exclaimed.

Then, Max put the pedal to the metal on his RV as it sped off.

* * *

Later, in the morning, as Max's RV passed by a herd of buffalo eating the grass with Dave's RV driving by the Rustbucket, Ben was curious about something.

"Uh, Grandpa, what's with the lead foot?", asked Ben.

"I want to make Mount Rushmore by nightfall.", Max replied.

Emily yawned as Ben felt bored.

"I'm so bored.", Ben stated.

Then, Ben turned to Gwen.

"Let me play a game."

Gwen only subtly refused.

"I would, but I think this will be a good lesson for you to learn how to entertain yourself."

Just then, Ben gave a smug look, that Emily quickly recognized.

"Oh, no. If you're going alien, I might as well do that, too."

Emily stated before she activated her Omni-Enhancer and pressed down on the dial carefully before her first transformation began. First, her hands and feet turned grey and then get somewhat sticky before the same happened to the rest of her body. Then, her body began to shrink into the height of a toddler to complete the transformation, although she still had her normal hair, voice, eyes, nose, and mouth, but now she wears a similar outfit as Grey Matter, only in green and the black line is on the waist of the outfit.

Then, the newly transformed half-Galvan Emily looked up to see the surprised Ben.

"Well, uh... So, what do you think?", Emily asked.

* * *

Meanwhile, Vilgax just received word of the Omnitrix's activation.

"The Omnitrix has been activated. Pinpoint its location.", Vilgax commanded.

Then, the minions did so and picked up the location where the Omnitrix is active, indicated by the Omnitrix symbol. Then, Vilgax also noticed the same symbol, but in light blue-green.

"What is that?", Vilgax asked.

"That...appears to be Azmuth's latest weapon, sir.", the minion answered.

Vilgax then glared as he spoke next.

"I have both of you in my sights, now."

* * *

Back at the RV, Gwen was on her laptop when it suddenly broke down.

"Hey! What gives?", Gwen puzzled.

Suddenly, a black background with green lines and a green circle popped up, revealing that Ben, in the form of a Galvanic Mechamorph known as Upgrade, was controlling the laptop.

"Sorry. You are a loser and always will be.", Upgrade replied as he moved further away from the screen, surprising Gwen before he retreated back to it.

"Ben, get out of my computer!", Gwen ordered.

"What? I'm just entertaining myself.", Upgrade retorted.

However, Gwen was still not the least bit happy about it.

"This is my private property, and you're getting your cooties all over it!"

Then, the laptop suddenly turned black with green stripes and a green keyboard with three tech-like spider-legs as Upgrade perused said 'private property' while Gwen gasped before then trying to catch him.

"Ooh! What's this? A diary! 'Dear diary, my cousin Ben is such a-", Upgrade began.

But before he could continue, Gwen interrupted with a shout.

"Doofus, knock it off!", Gwen shouted.

Then, the half-Galvan Emily pitched in and halted Ben's "fun".

"All right, Ben. Enough is enough.", Emily urged as she pressed Ctrl, Alt, and Del to boot Upgrade off Gwen's laptop, ejecting him off Gwen's laptop, changing it back to normal.

Then, Upgrade stood up as he explained.

"I was just fooling around."

"Emily's right, though. We can't afford to attract attention right now.", Max concurred.

Upgrade grew puzzled about it.

"What kind of attention could I attract in here?", Upgrade asked just as the Omnitrix started beeping and flashing red before Ben reverted back to normal form.

"Never mind.", Max dismissed.

Then, Emily sighed in relief just she touched the symbol on her chest and became enveloped in a dark blue light before it dissipated, reverting her back to normal form.

"Well, that was fun.", Emily admitted.

Ben then looked toward her cousin Gwen, who only shrugged in response.

* * *

Meanwhile, Vilgax's ship just lost the signal from the Omnitrix.

"We have lost the Omnitrix signal.", the minion stated.

Vilgax, however, saw that as no problem as he walked toward one of the pictures of Ben in recent alien forms.

"No matter. I've narrowed down its nearest location. With any luck, it will lead me to Azmuth's latest weapon, and I know just how to draw this Earthling out.", Vilgax proclaimed before punching a picture of Diamondhead handing the kitten back to a boy.

* * *

Meanwhile, a herd of buffalos were enjoying their grass while three people in tuxedoes were watching the scene.

"Despite our ability to repress all emotions, I admit. I grow impatient.", the man with a light blue tie stated.

"I am impatient as well, that is if I felt anything, which I do not. I am a weatherhead after all.", the man with a blue tie concurred.

Then, Vilgax's ship suddenly turned up and opened the hatch, showing a giant red wrecking ball with dark red spikes and four drones along with it as they fall to the ground before making their way towards Rapid City, evident when the laser shot a sign that stated "Welcome to Rapid City" and the wrecking ball rolled toward it.

"That appears to be our cue.", the man with a blue tie surmised.

"The logical response is to begin our mission earlier than scheduled. Clear the area of all organic life.", the man with the light orange tie stated before all three pressed the top buttons on their suit closest to where the tie is shown.

As a result, their legs began to turn robotic as well as their hands and chest before the glasses fall off revealing their eyes before they close and open, revealing them to be completely orange.

* * *

Back at the Rustbucket, Ben, Gwen, and Emily noticed three trails of smoke emerging from the city. What's more surprising is a major thunderstorm in the area.

"What's going on over there?", Ben asked.

Max looked to see the thunderstorm cloud in surprise and then turned back to the road.

"I'm sure the local authorities have the situation well in hand."

* * *

However, Max was soon to be proven wrong as meanwhile, a Weatherhead, known as Gust-O was shown blowing the cars away, literally, with his arm as the drones shot a couple of lasers at them. Then, a big, red, spiky wrecking ball destroyed the buildings by its side as it rolled forward and the drones shot lasers at just about everything.

"Phase one in effect.", Gust-O proclaimed.

Then, the lasers even shot at the streets near the cars as Hail-O spoke.

"I would be pleased if I felt anything, which I don't."

Then, Shock-O spoke as he shot lightning at the two cars at the Gas station.

"First, the mammals of this city will learn to fear us. Soon after, the rest of the universe shall tremble at the mere mention of the Weatherheads."

* * *

Then, as Ben and Emily watched from the window, the Thunderstorm cloud expanded right above not only the two RV's, but also at Mt. Rushmore, much to Emily's surprise.

"Whoa! I did not see that coming."

Ben knew that it could mean one thing.

"Looks like it's Hero time!"

Max felt hesitant with the idea.

"Ben, I don't think that's the best ide-", Max began as Ben activated his Omnitrix.

The Omnitrix was set to Four Arms before Ben turned it to Ghostfreak, then XLR8, and then Heatblast.

"Time to turn up the Heatblast on these guys.", Ben said.

Then, Emily activated her Omni-Enhancer with set the dial at Wildmutt before she then turned the dial to Stinkfly, which for her case, apparently looked like a human with antennae and perfectly defined wings, and then stopped at Diamondhead.

"How about we do this together, Ben?", Emily asked.

"All right! The more, the merrier!", said Ben before both he and Emily pushed the dial down, initiating their transformations.

For Ben's case, a layer of rocks began creeping up on Ben from his arm to the rest of his body. After that, the light emerged through the cracks before the rocks broke apart, revealing the legs first, then the arms, and finally the head, which quickly lit up with fire, literally, before Ben, now turned into Heatblast, winked with a smile and then went into his intimidating pose. As for Emily's case, she began to grow diamonds on her arms before she grew them on the top of her head and her legs before growing diamond-like spikes in her back as her skin turned light blue-green. To finish up, Emily then raises her arms mid-level as a pose. Afterwards, the Rustbucket stopped as did Dave's RV before Heatblast and the now half-Petrosapien Emily stepped out of the RV.

"You really picked Diamondhead for this job, Emily?", Heatblast asked.

Emily then turned to Ben and replied as the heavy rain dropped down on them.

"Yeah. It was really special how you saved my life, and that's saying something, considering you were Diamondhead back then and I have an Omnitrix of my own."

Heatblast remembered that time, considering it was just last night.

"Who would've thunk that all that could happen from just yesterday?"

Then, as Heatblast blasted off, Emily did so her own way, leaving an aerial trail of crystal for her to ride on as Max and Gwen saw them as did Dave who turned to Max and Gwen.

"I've been monitoring emergency reports from the news and we can still help get the citizens to safety. I think I know a sheltered way out. Come on."

* * *

Meanwhile, crowds of panicked people fled in terror as the drones shot everything with lasers, mainly everything on the street while Hail-O put his hand on the ground, creating a pillar of water before aiming it toward one of the citizens and Gust-O blew the cars toward another crowd of citizens when suddenly, a fire blast hit one of the drones while a pillar of crystals emerged from the ground up and destroyed another before a feminine voice yelled out.

"Hey, weatherbots!", Diamondgal shouted as she launched her crystals at one drone while Heatblast tossed more at several others. Then, Heatblast and Emily landed before she spoke to them.

"Did any of you forecast a crystal clear day today?", asked Diamondgal.

Hail-O shrugged as Gust-O replied.

"No."

"No.", Hail-O answered.

Then, Emily spoke further as she fashioned a shield with her own body's crystals.

"Well, you're about to get pounded in the cold-hard ground, courtesy of Diamondgal!"

Heatblast grew surprised.

"Diamondgal? You came up with it that fast?!", Heatblast exclaimed.

"Yeah. It just came to me, I guess.", Diamondgal replied.

Then, Heatblast spoke to the weatherheads next.

"In any case, why don't you pick on someone with real firepower?"

"Or someone with crystal power while you're at it?", Diamondgal added.

Then, several more drones appeared and surrounded the two aliens.

"Oh, come on! He didn't mean all at once.", Diamondgal complained.

"Why do I get the feeling you were expecting me?", Heatblast asked.

"Uh, probably because they were. At any rate, let's pin them down! Then, we'll take care of the Weatherheads.", Diamondgal planned.

Then, as Heatblast cleared out one wave in front of him with a fire blast, Diamondgal took care of the other in front of her and that continued up until there were none left.

"You know something, Diamondgal? We actually make a pretty good team.", Heatblast admitted.

"Thanks.", Diamondgal responded.

Meanwhile, the Weatherheads were discussing the roadblock in their plan.

"The arrival of the interlopers altered a few factors in our plan.", Hail-O stated.

"This is when a person with feelings would be panicking.", Shock-O added.

"Instead, we will impliment Phase two - ahead of schedule.", Gust-O states as the red button on the briefcase beeped and flashed red.

Then, Diamondgal noticed a trap headed right for Heatblast and had to make a decisive action.

"Look out!", Diamondgal shouted before she pushed Heatblast out of the way and got trapped in the electro chains.

"Emily! Are you okay?", exclaimed Heatblast.

Diamondgal struggled a bit before she replied.

"Yeah! I'm okay!"

Then, a red wrecking ball with dark red spikes rolled toward Diamondgal before it slowed down to a stop and then opened up, revealing that it was a sort of vehicle.

"Wait. That wrecking ball was a vehicle?", asked Diamondgal.

Then, the door began to open, releasing steam before it opened, revealing a squid-like being who then stood up and walked out in full view. He was shown to have a red headset playing around his head and dark green skin as lightning struck the dark, stormy sky. Both Heatblast and Diamondgal recognized him right away.

"You! You're the alien from my visions.", Heatblast said.

"You! You're the one Azmuth warned me about."

Then, both Heatblast and Diamondgal both grew puzzled with what they Each said.

"Azmuth?", Heatblast asked.

"Visions?", Diamondgal said at the same time.

"Ugh, look. We'll both explain later.", Diamondgal urged.

Then, Vilgax glared at both Heatblast and Diamondgal.

"At last we meet, the being that has caused me so much trouble."

* * *

 **Chapter 3**

Vilgax was standing before the trapped Diamondgal as Heatblast wanted to know who that alien was.

"Who are you?", asked Heatblast.

Diamondgal then turned to Heatblast.

"That alien right here? That's Vilgax, Conqueror of 10 Worlds.", Diamondgal answered.

"The Petrosapien halfling is correct, and I have come for the Omnitrix.", Vilgax proclaimed.

Heatblast had a hunch that Vilgax is not a good alien.

"And, uh, I'm guessing you're not with the good guys.", Heatblast figured.

Diamondgal was determined to protect Ben from Vilgax and keep him away from the Omnitrix.

"It'll be a cold day in the vast darkness of space before he even gives it to you, Vilgax!", Diamondgal shouted.

Then, she created crystal spikes all over her body to penetrate the metal bars, causing the electro lines to disappear completely before Diamondgal charged toward Vilgax and then pound shot her crystals at Vilgax, only to eventually find little to no effect on him.

"Your crystals crystals mean nothing to me!", Vilgax states before picking Diamondgal up and then tossing her toward a wall.

"Dumb!", exclaimed Diamondgal before she fashioned a shield and braced herself, crashing towards 11 walls before landing hard on the ground, although thankfully, she suffered no damage whatsoever, apart from the turbulence as Heatblast caught up with her.

"You okay, Emily?", asked Heatblast.

"Yeah, Ben. I'm fine, but this guy is really tough!", Diamondgal responded.

Afterwards, Vilgax hopped closer to the two alien heroes and landed a foot away from them before he began to walk closer to them. Heatblast then knew what he needed to do as Diamondgal noticed a sort of weather tower being set up from far away.

"Uh, Ben, what the heck is that thing?", asked Diamondgal.

Heatblast then saw the same tower that Diamondgal saw.

"Uh, red blinky light? Or some crazy villain's weather-making Machine. If we're gonna stop those Weatherheads, I've gotta slow him down!", Heatblast stated.

Then, Heatblast fired his fire blast at the cement, melting it toward Vilgax. Then, as Vilgax fell down, the heavy rain quickly hardened the wet cement back to a solid again, trapping Vilgax. Diamondgal spoke to Vilgax as she and Heatblast walked toward him.

"Looks like you're stuck in traffic.", Diamondgal joked.

Then, the Rustbucket drove by before Max eventually saw Vilgax with shock on his face.

"No! It can't be.", Max gasped as Vilgax struggled to break free.

"Not so tough when you can't move, are ya?", Heatblast joked.

"Good. Now we can deal with the Weatherheads.", Diamondgal stated.

Then, the Rustbucket pulled up in front of Heatblast and Diamondgal before Gwen urged him on what he has to do.

"Ben, Grandpa says to get in, now!"

Heatblast initially refused in his own way while Emily concurred with Gwen.

"What are you talking about? I was just about to kick alien butt!", Heatblast replied.

"Yeah, but not for much longer if the Omnitrix times out.", Diamondgal rebuffed just before Ben's Omnitrix beeped and flashed red before a red light enveloped him and changed him back to Ben as the red light dissipated.

"Speak of the devil.", Diamondgal sighed before Max shouted to Ben.

"Benjamin, get in!"

"You go do that, Ben! I'll keep the drones off you on my way to stop the Weatherheads!", Diamondgal assured Ben before he went inside and closed the RV door.

Then, as the Rustbucket drove away with Diamondgal following them from the air, Vilgax broke free from the hardened cement and looked on, while inside the Rustbucket, Max needed to warn Ben about Vilgax.

"Believe me when I say, you do not want to pick a fight with Vilgax.", Max warned.

Ben grew quite puzzled.

"Uh, how do you know his name is Vilgax?", asked Ben.

Gwen wanted to know something, too.

"Grandpa, What aren't you telling us?", asked Gwen.

Before Max could explain, Diamondgal shouted.

"Incoming! We've got two robot goons closing in on us!"

Max took heed of Diamondgal's warning and then put the pedal to the metal once again.

"Hold on!", Max warned.

Then, as Max swerved away from some of the lasers, Diamondgal did her best to best the two drones as she tossed her crystals at them, destroying them before sighing with relief. However, two more appear.

"Aw, man! Seriously?!", Diamondgal complained.

"We can't keep this up forever!", Gwen worried.

Max then turned to see the two additional drones in midair as he spoke.

"Things are gonna get a whole lot worse if we don't get to Mount Rushmore.", Max urged.

As the drones shot lasers at the Rustbucket but missed, Ben tried to go alien again, but wound up getting knocked back a bit as Gwen wanted to know more.

"Why? What's at Mount Rushmore?", Gwen asked.

As much as Max felt he had some explaining to do, right now wasn't the best time at the moment as he swerved out of the stray laser's path.

"Gwen, this is not the time to explain. You're gonna have to trust me.", Max stated as Ben finally activated his Omnitrix.

"Well, I'm not going down without a fight.", Ben stated before he slammed it down and turned into a sort of creature with a nasty smell, four eyes, two on each side, four more legs, two on each side below his arms, and a stinger.

"Yes!", Stinkfly exclaimed before heading for the door, much to Max's behest and concern.

"Ben, wait!", Max warned.

* * *

However, it was to no avail as Stinkfly flew out the door and then went in to help Diamondgal against the drones, which shot lasers at him, but missed three times before he went on top of one of them, much to Diamondgal's surprise.

"Ben!", Diamondgal exclaimed.

"Figured you could use some help!", Stinkfly said as another drone tried to shoot him, but missed before Stinkfly coughed up his spit at the drone's laser cannon, causing it to overload before it exploded and fell downward in a spiral before it landed just behind the Rustbucket. Afterwards, Diamondgal then prepared a stinger of her own, but on her hand.

"Looks like it's my turn!", Diamondgal states before she leapt off her crystal trail and into the drone, piercing the back red light of the drone with her stinger claw and then hopped off with Stinkfly taking off before the drone exploded and crashed downward. Then, Stinkfly flew down to it and hovered as Diamondgal created another crystal trail to guide herself down safely.

"Float like a butterfly, but sting like a Stinkfly.", Stinkfly joked.

Diamondgal giggled a bit from that pun.

"Good one, Ben."

Then, Dave's RV drove by and stopped just behind Stinkfly and Diamondgal, who turned around to see Dave at the driver's seat.

"All the citizens are clear. Let's blow this place and regroup.", Dave said.

"You did not just-", Stinkfly began before Diamondgal interrupted.

"He said it. Come on!", Diamondgal stated.

However, before they could, Vilgax got the jump on Stinkfly and tried to drag him down.

"Ben!", Diamondgal shouted as she jumped toward Vilgax and then successfully caught his leg before climbing up next to Stinkfly as Dave shouted.

"Emily, no!"

"I'll be fine, Dad! You just catch up with Max and Gwen to Mount Rushmore! He'll know what to do! Just hurry!", shouted Diamondgal.

Then, Dave quickly drove his RV to catch up with Max and Gwen.

* * *

Meanwhile, Vilgax was seemingly trying to take Ben down with him.

"Give me the Omnitrix!", Vilgax shouted.

"Look, squid-face, when I say 'no', I mean 'no'!", Diamondgal responded before she slammed the symbol on her chest, causing the white part of said symbol to glow bright blue.

Then, afterwards, the two spikes on her back became sparky with electricity just while her body became encased with stone-like armor with a green moss pattern on top for her arms, chest, head, and legs as the two spikes evolved into spider-leg looking electrospikes while her helmet adopts a blue, electric Mohawk while the armor on her arms gave off two blue, flame-like, electro-spikes and her right hand formed an Omni-Sword, impressing both Diamondgal and Stinkfly while shocking Vilgax.

"Azmuth's latest weapon was the Omni-Enhancer?!", exclaimed Vilgax.

"Whoa! That looks so cool!", Diamondgal exclaimed.

"You're telling me?!", Stinkfly concurred.

Vilgax, however, was shocked.

"Enough!", Vilgax shouted before blasting laser eyes at Diamondgal, only for her to absorb the blast as the red pulse went across her body before it went over to her right hand and formed a red Omni-Sword.

"No way! I can absorb lasers, too?! How awesome can this thing be?!", shouted Diamondgal before forming a blast cannon from her right hand with the rocks encircling it before it solidified and then fired a red pulse cannon, shooting Vilgax off of Stinkfly.

Then, Vilgax quickly recovered and then made a big leap for Stinkfly but missed him as Diamondgal yelped.

"Who is this guy?", asked Stinkfly.

"Well, he's persistent. I can tell you that much.", Diamondgal replies.

* * *

Meanwhile, Vilgax just crashed down in front of the Rustbucket, which then drove off the other way, quickly joining up with Dave's RV.

"Where are we going? We have to help Ben and Emily!", Gwen exclaimed.

"We will, but first, we'll need to get some special help.", Max assured Gwen.

"Let me guess. At Mount Rushmore?", Gwen asked.

Then, Dave spoke next as if to answer.

"I'm afraid so. That's where we should find some necessary equipment to take on Vilgax."

"Grandpa, you're really freaking me out.", Gwen admitted.

* * *

Meanwhile, Vilgax was hopping after Stinkfly and Diamondgal before he eventually began falling right on top of them.

"Hang on, Ben!", shouted Diamondgal.

Then, Diamondgal pushed Vilgax up before could grab them. However, it also sent them crashing downwards near a building. They moaned as they got back up, unaware that a tiny surge of blue energy traveled from Diamondgal to Stinkfly. After that, Stinkfly now appeared different. In fact, Stinkfly now has two light blue compound eyes, blue skin, the Omnitrix symbol on his chest, the standard two arms and two legs, antennae and orange wings. That surprised Diamondgal.

"Um, okay, Ben. What just happened?", asked Diamondgal.

Stinkfly then checked out his new look and then spoke in a voice different than usual for this case.

"Don't know,", Stinkfly began. "but this actually looks way better!"

Then, Vilgax roared as he dashed toward Stinkfly.

"Ben, Vilgax at your 6 o'clock!", Diamondgal warned.

However, Stinkfly did not turn around in time before he was grabbed by the arm, much to Diamondgal's concern.

"Ben!", shouted Diamondgal as Vilgax raised his hand that is clutching the evolved Lepidopterran.

"This fight is over.", Vilgax stated before he touched the symbol, causing it to time out early.

"What the..?", Stinkfly said before the Omnitrix timed out, changing Ben back to normal, much to his surprise.

"Hey! How'd you do that?", asked Ben.

"That's something I'd like to know.", Diamondgal states before her Omni-Enhancer began to time out and change her back to human form.

When it did, Vilgax was shocked to see who were wielding the Omnitrix, let alone the Omni-Enhancer.

"Children? The Omnitrix and Omni-Enhancer are in the hands of mere children?!", exclaimed Vilgax.

Then, Vilgax turned his attention back to Ben.

"No matter. What matters is that the Omnitrix and the Omni-Enhancer will be in my possession!", Vilgax proclaimed as he began to try to take the Omnitrix, which emitted green sparks of electricity before it eventually knocked Vilgax back, giving Emily some relief, although she is still surprised.

"Whoa. What happened now?", Emily asked.

Vilgax knew what it meant as he stood up and stepped closer to Ben and Emily.

"It appears the Omnitrix has already merged with your own DNA. The Omni-Enhancer is not diffferent for your case, little girl.", Vilgax guessed.

However, that peeved Emily as Ben began fleeing from him.

"Hey, Octo-creep! If you want Ben, you'll have to go through me!", Emily shouted.

Vilgax only glared as he replied.

"Gladly."

Then, Vilgax picked up both Emily and Ben.

"Okay, I'll give you some credit.", Emily stated as she hung from Vilgax's claws on her shirt while Ben wiggles around a bit.

"I, uh, don't suppose that means you're gonna let us go, does it?", asked Ben.

"Hardly.", Vilgax replied.

Then, the red wrecking ball returned and opened up for Vilgax, who then tossed Ben and Emily into the vehicle, leaving her a bit sore.

"Hey, watch it!", exclaimed Emily as Vilgax walked inside and then sat down, facing the door that was closing before the red wrecking ball closed itself up and then rolled away, while also wrecking a building.

Inside, Emily used her Omni-Enhancer as a silent radio communicator.

"Uh, Dad? You know about the Weatherheads? Well, I'm kinda tied up at the moment."

* * *

Meanwhile, Dave's RV picked up for Emily's message on the way to Mount Rushmore.

"I see. Well, at least you're safe, for the time being, that is.", Dave said.

 _"Yeah, but not for much longer if we get to Vilgax's spaceship. So, do you think you can hurry and get over there quickly?",_ asked Emily through Silent Radio communicator.

"Sure thing. We'll pick up a couple things there and meet you there as fast as we can.", Dave assured.

 _"Thanks, Dad.",_ Emily responded gratefully.

"I will not let anything happen to you, Emily. I promise.", Dave proclaimed.

Emily then closed off with fierce spirit and bravery in her voice.

"Go get 'em, Dad!", Emily stated.

Then, Dave turned to Max, who wanted to know how things are going with her.

"So, how're Ben and Emily holding up?", asked Max.

"Well, I've got bad news and good news. The bad news is, Vilgax just captured them."

Gwen was shocked to hear that.

"What?!"

"But the good news is the children seem to be holding up quite well, for the moment."

Max knew what that meant.

"That means we have to hurry. The sooner we get there, the sooner we can save Ben and Emily.", Max stated.

Gwen grew weary as Max and Dave drove near the closed road sign.

"I don't think tourists are allowed on this road.", Gwen stated.

"We're not tourists. We're tenants.", Max replied before he stopped in front of a closed road.

Then, Max pressed a red button underneath the cubby. Gwen then gasped in surprise before the platform that both the Rustbucket and Dave's RV were on descended downward into a sort of underground base.

Elsewhere, Max, Gwen, and Dave were walking around and stopped before Max opened a drawer to find a weapon inside said drawer.

"I don't think that's the one we're looking for, Max."

Then, Max closed the drawer and opened another, but had no luck.

"Nope.", Dave dismisses.

Then, Max opened another, but both knew that it wasn't it.

"Not that one, either.", Dave stated before he and Max walked to another drawer before Gwen stopped and spoke.

"That's it! I'm not taking another step until you tell me what's going on!", Gwen exclaimed.

Then, she continued rambling as Max and Dave found the weapon they were looking for.

"Yep. That's the one.", Dave stated as Max picked up the weapon by the glasses.

"Why aren't we helping Ben and Emily? What is this place? And how do you know about that alien guy who's after Ben and Emily?"

Then, Max answered as he picked up the weapon.

"Well, it's kind of complicated, but let's just say... Dave and I weren't exactly your normal plumbers before we retired.", Max replied.

* * *

Meanwhile, Vilgax's ship was hovering above a herd of cows as Vilgax spoke to Ben and Emily, who are trapped by the arms and legs.

"Children. I should have suspected as much. The Omnitrix, let alone the Omni-Enhancer, being used as play toys."

Then, Ben retorted.

"Hey! I've saved a lot of people by going hero."

"And I just got it today.", Emily added.

Vilgax then spoke as he stepped toward the two children.

"You both hold the key to a power struggle so vast and so ancient that it is far beyond your feeble comprehensions.", Vilgax stated.

"What are you saying?", asked Emily.

"Picture an entire army, each in command of an Omnitrix, all at my command with the Omni-Enhancer in my possession. I will be invincible, and I will rule the universe! So, now, the only thing standing between me and my true destiny is you.", Vilgax replied as an assortment of weapons opened up just below the two children.

"And you're gonna amputate is, aren't ya?", Emily joked.

* * *

Meanwhile, the platform opened up with Max, Gwen, and Dave heading off for Vilgax's ship.

"This weaponry is keyed into Vilgax's biosignature.", Max stated.

"Hopefully, it'll take him down for good this time.", Dave added.

Frankly, Gwen was confused.

"This time?"

"We'll explain later, Gwen."

"There's a small red button under the cabinet. Press it."

Then, Gwen did as Max instructed and grew surprised upon noticing a GPS tracker on-screen.

"Hey!"

Max then stated what it was.

"GPS-Assisted Tracking System. It's locked on the watches' signals. You navigate.", Max stated.

"Seems like we have to deal with those Weatherheads first.", Dave stated.

Then, Max, Gwen, and Dave looked up to see the weather tower that Ben and Emily saw earlier.

"That's what the Weatherheads were making!", Gwen stated.

"Not for long, it won't.", Max stated before he and Dave drove the RV's toward the path of their weather tower, with the Weatherheads unaware of the approaching RV's.

"Soon, it will heed our summons and our true mission will begin!", Gust-O exclaimed.

Then, Hail-O laughed awkwardly, causing Gust-O and Shock-O to stare at him before he had to explain.

"This is the laugh I would laugh if I experienced excitement, which, of course, I do not.", Hail-O explained.

"Hey, cumulo-nitwits! Why don't you take a hike?!", shouted Gwen from the Rustbucket.

The Weatherheads turned to each other before they spoke.

"A woodland walk would not further our stated objectives.", Shock-O stated.

"And we do not have the time.", Hail-O added.

"Do not worry, Weatherheads. This cosmic cyclone will sort out these mammals.", Gust-O assured.

"Wait, did he just say Cosmic Cyclone?!", Gwen shouted.

It wasn't long before all three pressed a special button behind their ties, causing the weather tower to become active as lightning struck the rod and a twister began to form around it. Dave knew what that meant.

"Huh? Hang on to your guacamole, everyone.", Dave warned.

* * *

Gwen gulped with worry from hearing this.

Meanwhile, Emily looked around as Ben struggled to break free while Vilgax gave his orders.

"Prepare for takeoff. Once we're in orbit, I will finally have the pleasure of destroying this miserable planet once and for all.", Vilgax threatened, worrying Ben and Emily.

* * *

 **Chapter 4**

In a dark, stormy weather, the Rustbucket and Dave's RV were driving toward the weather tower, which was surrounded by a tornado as Gwen spoke upon noticing Vilgax's ship not far from the tornado.

"There's the spaceship!", Gwen shouted.

Max knew what they needed to do next.

"We need to get on board.", Max announced.

"Get on board? How?", Gwen asked.

"We'll just have to leave that to the Weatherheads for now.", Dave answered.

The Weatherheads, however, took notice of this.

"This is unfortunate.", Hail-O stated.

"Quite.", Gust-O concurred.

Then, the Weatherheads maneuvered the tornado toward both RV's sucking them up and lifting them up in midair at the same time while Dave screamed in surprise.

"Everybody, hang on to something!", Dave warned.

Gwen screamed as the Rustbucket was being swirled up into a tornado.

* * *

Inside the spaceship, Vilgax prepared a sort of plasma sword as he spoke and aimed it for Ben, who was struggling to get free, first.

"And now, you should brace yourself. The removal process is...most unpleasant.", Vilgax warned.

Then, at that moment, both the Rustbucket and Dave's RV broke through a ship, leaving a hole in it as the drops of heavy rain were getting in some. At that moment, only the Rustbucket rammed Vilgax into a door before backing up, allowing Vilgax to get up, only to notice Max stepping out of the Rustbucket with the weapon in hand as the robotic lieutenant spoke a warning.

"Warning. Hull breach. Power surge.", the robot warned.

Then, Max aimed the weapon at Vilgax.

"Claws off my grandson, Vilgax!", Max shouted.

"That goes double for my daughter, you squid-faced creep!", Dave added.

"Grandpa?", Ben shouted.

"Dad!", Emily exclaimed.

Vilgax gave a surprised look before it became annoyed.

"Tennyson!", Vilgax growled.

Then, Max fired the blast, knocking Vilgax back through a wall completely before Dave fired at Emily's wrist cell, freeing her as Max dropped the weapon and ran to his grandson.

"Thanks, Dad. I told you I'll be fine.", Emily stated.

"Maybe, but I don't think we're out of the woods, yet.", Dave stated.

"Yeah, you're right.", Emily agreed.

Ben was quite puzzled about Max knowing Vilgax.

"Grandpa, you know this guy?", asked Ben.

"It's a long story.", Max replied.

The Weatherheads then noticed not only what just happened to Vilgax, but also Emily's Omni-Enhancer on her left wrist.

"The girl's Omni-Enhancer is powerful.", Gust-O admitted.

"I fear that Master Vilgax alone may not be enough to face this challenge. I mean, I feel, not fear. Uh, I do not feel.", Hail-O added.

"Initiate the transformation sequence.", Shock-O stated.

First, Hail-O's head went inside the body before it separated itself from his legs, which then went into a sitting position. Then, the same thing happened to Shock-O's Head, only afterwards, his arms removed themselves from the body, which then split apart and went into the legs, giving them an orange tie suit look. Afterwards, Shock-O's legs went up into Gust-O's legs before they locked together and then Gust-O's head retreated to the body as it expanded a bit horizontally in order to make space for Hail-O's body to meet, but not before Shock-O's arms connected just below Gust-O's arms while Hail-O's legs connected on Gust-O's back, giving it a jet pack like apparatus. Finally, Hail-O's body descended downwards and expanded horizontally before the three heads of Shock-O, Hail-O, and Gust-O rotated as they emerged back upward before they spoke in unison.

"Prepare yourselves for...", Gust-O began before Hail-O and Shock-O joined in unison.

"The perfect storm!", the Weatherheads shouted.

Emily knew that something has to be done about them.

"Okay, something has got to be done about those Weatherheads, and-", Emily started before she suddenly tensed in pain.

Then, at that moment, a blue spark of electricity began arcing around Emily, much to her shock in surprise before she began to groan. Dave and Ben noticed this.

"Emily.", Ben said out of worry.

"Are you okay?", Dave asked.

"Wh-What's happening to me?", Emily asked.

Then, her eyes shrank to tiny black dots before she closed her eyes. An unknown transformation began as lightning struck from within the tornado. First, her hand began to grow as it also became laced with blue energy. Then, the rock like armor began to form on her chest before it expanded into that of four arms with her left arm being similar to Heatblast's, only the rock was grey and the cracks were showing blue energy-like light while her right is similar to Diamondhead, but Omni-Enhanced. Then, her legs began to mutate strangely as they became the legs of a terramand while also being covered with blue energy and even grew an electrical current for a tail. Emily continued groaning as she then tore off her shirt, revealing that her back his also mutating before she grew wings similar to the evolved Stinkfly, only the wings were blue before the rock-like armor took care of that problem. Then, Emily even grew Omni-Enhanced Vulpimancer arms below her two main arms before she gave out a yell as her face turned blue and her hair became electric-like. Frankly, that shocked almost everyone around as Emily stood back up, panting heavily. Even Ben was surprised.

"Huh?", Ben puzzled.

Emily grew puzzled as well, but for a different reason.

"What? Something on my face? Not that I care that much.", Emily puzzled.

Gwen knew what it was.

"Um, I wouldn't go a 'head' with this alien.", Gwen joked.

Then, Emily saw what she had become and yelped in surprise before being quickly annoyed with the joke.

"Ugh. You did not just say that, Gwen.", Emily stated in disgust.

"Said it.", Gwen responded.

As peeved as Emily was, she went back to the task at hand.

"Right. Anyway, I'll take care of those Weatherheads. You guys see what you can do about Vilgax if he's still around. I'll even help you out if you want."

Then, before Emily could hop off, suddenly, a spark of blue energy raced around Ben's wrist cell before Ben quickly turned into an evolved version of XLR8 against his own will, with his outfit being blue instead of white.

"Hey!", XLR8 began before he then changed to an evolved version of Diamondhead, which had a different outfit sporting a yellow "V" stripe in the middle of his black uniform.

"What's going...", Diamondhead continued before he then turned into Wildmutt unwillingly and roared.

Max had an idea as to what happened to both Emily, who was confused, and Ben.

"I think what he was going to say was 'What's going on?'", Emily asked.

"The power surge must've affected the watches.", Max figured.

Then, Wildmutt turned into a slightly evolved version of Four Arms with the only change present: green eyes. He then tore off the wrist cell.

"Then, let's bust outta this joint!", Four Arms stated.

Emily knew that this is for the best at the moment.

"Good idea."

Then, she hopped off the ship and floated in front of the fused Weatherheads.

"Okay, climate clods! I've got a weather report just for you: painy with a chance if fists!", Emily exclaimed as she raised her fists, surging with blue energy.

Frankly, the Weatherheads found it humorous.

"Her...form.", Shock-O snickered before he began laughing.

"Cannot keep...", Hail-O began.

"...emotions in check.", Gust-O finished before all three of them began laughing their robot parts out, peeving Emily.

However, Emily knew that they seem distracted.

"That's right. Just keep on laughing.", Emily stated before she fired her Omni-laser at the Weatherheads, although they were fortunate enough to dodge.

"Emotions. Funny, but trouble.", Shock-O stated before firing his shock bolt at Emily, although that only pushed her back a bit before she noticed what the cosmic cyclone is doing.

"Whoa! No way. A storm that goes up into space? So, that must be what they meant when they said cosmic cyclone."

Then, Gust-O spoke.

"As amusing as this has been, mutant Earthling, you've witnessed too much!"

"Which we are not angry about, because the Weatherheads do not experience anger!", Hail-O added.

"We will end you now.", Shock-O threatened.

"Don't think it'll be easy, guys, especially when you're working with Vilgax..", Emily warned.

"We're not working for Vilgax. We're on vacation."

"Whatever.", Emily retorted.

* * *

Meanwhile, even Vilgax's ship was being dragged into the cosmic cyclone as Gwen stepped out of the Rustbucket and saw Four Arms removing the trap before Gwen shouted to him.

"Look out!", Gwen shouted.

After which, the drones then shot lasers and swarmed around Four Arms, who blocked the laser attack and then started to counter, only for him to change into Ghostfreak.

"Oh, man!", Ghostfreak complained.

Then, he changed into an evolved version of Grey Matter, who now has orange eyes and a green suit. He then leapt on one of the drones and decided to destroy it from the inside.

"A little alien know-how, and the coast is toast!", Grey Matter said in a different, more intelligent voice.

Then, as soon as the drone shut down, Grey Matter hopped off the drone and went into another one right before he changed into an evolved form of Upgrade, who now has purple stripes and a purple outfit, surprising Gwen, who saw that Upgrade had taken possession of said drone.

"Try picking on someone your own size.", Upgrade stated in a slightly more electronic voice.

Then, Upgrade began spinning the saw around, destroying the enemy drones, practically leaving a piece of it on top of Gwen's head, peeving her. More drones then appeared to take him down only for Upgrade to cut them down and send one of them crashing toward the ground, causing the ship to puff out some black smoke in its side inside the cosmic cyclone. Inside the ship, Max just destroyed a drone before it tilted in its side.

"I've got to get this ship under control!", Max stated.

Upgrade then turned to Gwen with a surprised tone in the voice.

"He can fly a spaceship?", Upgrade asked before being pushed back by a drone as Gwen replied.

"At this point, nothing surprises me."

* * *

Outside, Emily was still fighting the Weatherheads.

"What the heck is your problem with emotions, anyway?", Emily asked.

"Emotions are inefficient and weak.", Hail-O answered.

"We cannot tolerate uncertainty, and they are unpredictable.", Shock-O added.

* * *

Meanwhile, Max was typing down some sort of code when Vilgax growled as he clutched his hand onto a surface and then kicked Max toward the hole where the Rustbucket broke in, catching Upgrade, Gwen, and Dave's attention as Vilgax tried to crush Max with his big foot.

"Grandpa!", Upgrade and Gwen exclaimed.

"Max!", Dave shouted.

"Your weapon won't help you, Tennyson. As you can see, I am much stronger than in our last encounter.", Vilgax stated.

Upgrade then destroyed a drone before he charged toward Vilgax with a shout.

"Nooooooooo!", Upgrade shouted before he pounced on Vilgax, pushing him off the ship, worrying Max, Gwen, and Dave.

"Ben!", shouted the trio.

Inside, the cosmic cyclone, Upgrade was dragging Vilgax down along with him before he eventually decided to float slowly as Vilgax continued his descent out of the cosmic cyclone and eventually crashed into the ground near Mount Rushmore. At that moment, Upgrade got tossed toward the mountain before he then turned into an evolved version of Ripjaws, which had the Omnitrix symbol on his chest and no black cover on the abs, much to his surprise as he landed on the head with heavy rain pelting him, although his claws managed to hold tight just fine.

"Aw, man. Sometimes I hate this watch.", Ripjaws admitted.

* * *

Meanwhile, the ship continued to spin around in the cosmic cyclone as Emily continued her fight.

"Unpreditcable. Just like the weather.", Emily figured out from what the Weatherheads said.

Then, she spoke to the Weatherheads.

"All right, guys! Do your worst! Bet you didn't predict that response.", Emily mocked, puzzling the Weatherheads.

"Huh?", the Weatherheads puzzled.

"Very well, then.", Shock-O replied before all three then Shot out a lightning bolt at Emily, only for her to absorb the blast and fashion a yellow Omni-Sword.

"Inefficient!", Emily shouted before she launched the bolt toward the fused Weatherheads, who quickly recovered after being hit by said bolt, and fire a gust of wind, only for Emily to fly above it.

"Weak! Unpredictable!", Emily shouted before she flew up closer to them before the Weatherheads then try to hit Emily but missed.

"Ha! You 'mist' me!", Emily joked.

Gust-O gave a puzzled look before Emily explained.

"You know, 'mist', like fog? It's weather humor."

Then, Gust-O quickly grew frustrated before blowing another gust of wind at her, only for her to fly out of the way, frustrating then as Emily stilled herself.

"Gust-O, focus!", urged Hail-O.

"You focus, Hail-O!", retorted Gust-O.

The argument was already making Emily giggle.

"Looks to me like you guys are getting emotional after all."

* * *

Meanwhile, inside the spaceship, Max just finished typing down a certain code.

"We've got to get out of here.", Max urged before he, Dave, and Gwen turned to their RV's. As Gwen gave a worried look, Max and Dave gave grins.

Back at Mount Rushmore, Ripjaws was just getting exhausted from climbing up Teddy Roosevelt's head.

"So... tired... need... to rest.", Ripjaws panted before he laid down in his back and took deep breaths just as Vilgax landed near Ripjaws.

"You are indeed a slippery, little fish, child, but not for long.", Vilgax stated before Ripjaws suddenly moved to his left quickly and then became an evolved form of XLR8.

"I can still give you a run for your money!", XLR8 said before he put his arm on the top of the head and sped off quickly, bewildering Vilgax.

"You cannot run away forever, boy.", Vilgax threatened.

Then, XLR8 ran toward Vilgax, running on the heads of George Washington, and Thomas Jefferson.

"I wasn't planning on it, buddy! Peek-a-boo!", XLR8 shouted before he seemingly rammed Vilgax, only for it to be evident that Vilgax was not fazed by it, although XLR8 was still reeling from a sort of headache.

"Whimper. I'm definitely gonna feel that tomorrow.", XLR8 complained.

"For you, there is no tomorrow!", exclaimed Vilgax before his arms then turned into many tentacles, grabbed XLR8 and then slammed him down so hard that it began to cause Teddy Roosevelt's head to crumble into pieces.

Then, XLR8 recovered as best he could before Vilgax tried to grab him with his tentacles only for him to miss every time.

"You cannot escape me!", Vilgax said as he swung only to miss before XLR8 then tried to counter but wound up having his arm grabbed by Vilgax's arm, returned to normal, after which, he spun XLR8 around before he tossed him toward a rock. Then, an array of crystals started to shoot at Vilgax with the owner of said crystals revealed to be an evolved form of Diamondhead.

"Special delivery!", exclaimed Diamondhead.

However, the crystals had no effect on Vilgax, who then swung his arms at Diamondhead, but missed before he then tried to punch Vilgax, but wound up having his hands shattered a bit.

"Oh, man. Guess I should've seen that coming.", Diamondhead admitted before he then got grabbed by the face and slammed to the ground.

Then, Diamondgead started to change into Ghostfreak just as he was about to land a critical blow, much to Ghostfreak's relief.

"Yes! Sometimes, I love this watch.", Ghostfreak admitted as he phased through the mountain.

Frankly, Vilgax roared in frustration as lightning struck the dark, stormy sky. Then, he turned to his spaceship within the cosmic cyclone.

* * *

Meanwhile, as the Rustbucket and Dave's RV drove forward, Max had to give Gwen a warning.

"Better hang on to something. This may get a little bumpy.", Max warned.

Gwen then covered her head in worry before Max pressed a button, revealing a panel of some sort before he pushed the first red button, causing the engine to extend outward before it then expanded horizontally and lit up, literally. After that, it then plowed through several walls before both RV's rolled out of the swirling spaceship, falling to the ground as Gwen panicked.

* * *

Meanwhile, Ghostfreak just floated out of the mountain.

"Don't switch on me, now.", Ghostfreak said.

Then, he widened his eye from seeing the crash amidst the storm.

"Oh, no!", gasped Ghostfreak before he flew over to check the crash.

* * *

Fortunately, Max, Gwen, and Dave survived.

"Whew. That went well.", Dave admitted.

"You all right, Gwen?", asked Max.

Frankly, Gwen was all right, although a bit sick to the stomach.

"Oh. At times like this, going back to school doesn't seem so bad.", Gwen replied.

Then, they heard some windows breaking.

"Ben?!", Max and Gwen puzzled.

However, it was Vilgax walking toward them.

* * *

Back inside the cosmic cyclone, the Weatherheads were arguing with each other.

"I told the council you were too moody to handle this assignment!", Shock-O shouted.

As Emily noticed the argument, she felt like there was enough time.

"Okay. I bought myself some time.", Emily stated as she cautiously flew downward in the cyclone, passing by the apparently emotional Weatherheads.

"Moody?! You were the one who was all, like, initiate Phase Two earlier - like a baby!", Hail-O shouted as Emily took a look to see that Vilgax has already gotten to Max, Gwen, and Dave, worrying her as she gasped.

* * *

Meanwhile, Ghostfreak just noticed the wrecked Rustbucket and noticed no one there. There was no luck on Dave's RV either.

"Grandpa? Gwen?", Ghostfreak called, worried about them.

However, when he phased out of the Rustbucket, Ghostfreak was net wuty a horrific sight.

"No.", Ghostfreak gasped.

Then, Ghostfreak suddenly turned into Wildmutt and then roared as Emily looked on from far away.

* * *

"There's gotta be a way to help them!"

Then, Emily noticed the weather tower below.

"That's it. I know how to beat Vilgax and the Weatherheads!", Emily stated.

Then, Emily called out the Weatherheads as she began to move in toward the weather tower.

"Huh?!", puzzled the fused Weatherheads.

"Gosh, it would really stink if some annoyingly logical robots tried to end me right now, before I had the chance to get to this beacon!", Emily mocked.

"Annoying?!", Hail-O reacted.

"We are not annoying!", Gust-O added.

"You are annoying!", Shock-O insulted.

However, Emily persisted on making them mad.

"Not as annoying as the fact that you're working with Vilgax! Why are you even doing it, anyway?", asked Emily.

"Vilgax promised us Earth in exchange for our services.", Hail-O answered.

"And you really believed that?! Look, if Vilgax gets what he wants, he'd rather destroy the Earth than give it to you three! Then, he'll rule the entire universe!", Emily shouted.

Then, the Weatherheads began to make sense of this.

"That is...a possibility.", Gust-O realized.

"Do not look at me. I'm not the one who said 'trust Vilgax'!", Hail-O argued.

"Oh, there you go again, being annoying!", Emily shouted as she flew over to the direction where Vilgax would be in the ground.

Then, the Weatherheads roared before shooting a mixture of thunder, wind, and rain at Emily, only fur her to dodge it and then blast right out of the cosmic cyclone, warning the Weatherheads' shocked looks as Emily cheered.

"Whoo-hoo! Sorry, guys, but this is where I get out of here!", shouted Emily before leaving the cyclone.

* * *

Meanwhile, Vilgax spoke to Wildmutt.

"It's your choice! You or them!", Vilgax exclaimed.

Then, just as Wildmutt stopped growling, before Vilgax could take a step, Emily shouted in midair.

"Ben! I'm alright!", shouted Emily.

Then, Max, Gwen, and Dave looked up to see Emily.

"She made it out!", Gwen exclaimed.

"Looks like a lot's happened in there.", Dave figured.

Then, Emily concentrated a beam of blue energy and carefully aimed it at the Omnitrix.

"Here, Ben! Take it!", exclaimed Emily before shooting it at the Omnitrix, causing it to spark blue electricity a few seconds before a green light enveloped Wildmutt while Emily reverted back to human form and then landed on the ground, exhausted. Then, Ben was shown to be in human form again, but with the Omnitrix looking similar to Emily's Omni-Enhancer, but still kept the green color consistency, surprising him.

"Whoa! What's up with the Omnitrix?", Ben asked.

"I think Emily enhanced it.", Max guessed.

Then, Emily's Omni-Enhancer powered back on.

"Looks like my Omni-Enhancer is ready."

Then, Vilgax stood back up and spoke to Ben and Emily.

"Enough! I am through with this charade. The Omnitrix, let alone the Omni-Enhancer, is far more powerful than you can comprehend. And you two are just reckless children who would endanger themselves and everything around them to play at being heroes!", Vilgax commented.

Then, Emily spat back at Vilgax.

"So what if we are?! As long as we're protecting the innocent and standing up for what's right, that's fine with us, and nothing can change that!", Emily shouted.

"She's right, Vilgax! Maybe it is dangerous, but I believe in myself way more than I believe in you.", Ben concurred before both slammed down their watches.

Then, for Emily's case, she yelled out as blue electricity sparked out of her chest before her right arm twitched a bit before she began to he encased in blue energy and then shielded with rock-like armor and then did a cool pose to finish up, while Ben, on the other hand, gets covered in rock before he gets molded into a sort of gladiator who then got his shoulders buffed up before his head sparked and he then extended his arms and legs. Ben was now in the form of a Fulmini while Emily was in half of that form, notable by just the blue energy on her body with the rock-like armor covering her chest, legs, and arms, like normal armor, while Ben's new alien's appearance was twice as defined.

"Whoa! This is actually kinda cool!", Emily exclaimed.

"I know! How about I call this alien...Shock Rock! Get it? 'Cause he shocks and he rocks?", Shock Rock said.

"Not bad. Although I'm gonna call this one...Terra Charge! Pretty cool, right, Ben?", asked Terra Charge.

"That's...pretty awesome, actually.", Shock Rock admitted.

"Thanks, Ben.", said Terra Charge.

Then, Shock Rock turned to Vilgax.

"All right, then. Now that we've finished up naming them, let's take care of business.", Shock Rock announced.

"If you want the watches, Vilgax, go ahead and take them from us.", Terra Charge goaded.

"With pleasure!", Vilgax responded before he began firing laser eyes at them, only for them to dodge.

"Oh, wait, wait, wait, time out. Ugh, I don't know my moves yet.", Shock Rock stated.

"Then, let me give it a go.", Terra Charge suggested before she rubbed her hands together and then forged a sort of blue boomerang.

"Try this one on for size! Go, Bluemerang!", Terra Charge shouted before tossing it toward Vilgax, who dodged its path.

"Pitiful. You still rely solely on- What?", puzzled Vilgax before the Bluemerang hit Vilgax, who managed to catch it in time, although he is also being pushed back.

"Yes! Just like a boomerang!", Terra Charge shouted in excitement.

Vilgax growled before he moved the aptly-named "Bluemerang" away from him and then roared as he charged toward Shock Rock like a mad bull.

"Oh, boy! Take cover, Ben!", Terra Charge warned before Shock Rock braced for impact and then both get rammed into the air before recovering quickly.

Vilgax then fires his eye lasers at the two of them.

"We have to come up with something to guard against that blast, Ben!", Terra Charge urged.

"Shield, shield, shield!", Shock Rock stated, trying to create a shield.

He did succeed only to end up absorbing the laser blast.

"Solid! A power boost."

However, the power seemed to prove too much to handle.

"Uh-Oh. Too much power!", Shock Rock exclaimed before he then slammed the power back to the ground towards Vilgax before it created a circle around him.

After that, lightning erupted from below, knocking Vilgax back a great deal, impressing Terra Charge.

"Pretty awesome, Ben.", Terra Charge complimented before Vilgax growled at the two alien heroes.

Dave knew that Max and Gwen have to get somewhere safe.

"Now's probably our best chance to get out of here. This way! Quickly!", Dave urged to Max and Gwen.

Meanwhile, during the battle, Vilgax roared as he landed near Shock Rock, who rolled over backwards in time.

"It feels so good to be me right now.", Shock Rock sighed.

Then, Vilgax pinned Shock Rock to the ground with him struggling.

"You don't deserve to wield the power of the Omnitrix!", Vilgax exclaimed before he shot our eye lasers at Shock Rock, unintentionally giving him more power just as Terra Charge shouted.

"Get off of him!"

Then, Terra Charge rammed into Vilgax, knocking him off of Shock Rock, who got back up and spoke to Vilgax.

"You don't deserve eye lasers if you don't know how to use 'em!", Shock Rock shouted before firing the blast back at Vilgax, who only dodged the attack and then stood back up.

"Both of you are only delaying the inevitable. Both of you will power down and when you do, I will be unstoppable!", Vilgax threatened as his arms turn into several tentacles.

"Oh, really? You might want to tell that to them.", Terra Charge replied as she pointed to the fused Weatherheads, puzzling Vilgax.

"What?!"

"The Weatherheads? Oh, what happened? You couldn't afford three bodies anymore?", Shock Rock joked.

"Prepare yourselves for the perfect storm!", the Weatherheads shouted before

shooting a concentrated beam of wind, rain, and lightning at Vilgax, catching him by surprise.

"What are you doing, you fools?!", Vilgax exclaimed.

"You were never planning to give the Earth over to us. This is the definition of a betrayal, which would make us very, very angry if we...actually, we are angry! We will take the Omnitrix for ourselves! The forecast today shows thunderstorms with a chance of ultimate destruction!", shouted the Weatherheads as they began spinning their arms around and then created a tornado before shooting a lightning bolt at Shock Rock and Terra Charge.

"Uh-oh.", Shock Rock stated before he got zapped.

"Oh, boy.", Terra Charge concurred.

The result then powers them up with Terra Charge grunting a bit as she charges up more power.

"Yeah!", Shock Rock shouted before turning to see Terra Charge. "How you holding up, Emily?"

"No worries! I'm getting the hang of this.", Terra Charge replied.

That concerned Vilgax more than anything.

"What?! Stop, you fools!", Vilgax shouted to the Weatherheads.

However, they were to angry with Vilgax to listen to him.

"You will not trick us again!", exclaimed the Weatherheads before shooting a lightning bolt at the two alien heroes.

However, that only made them stronger before Terra Charge spoke the plan.

"Whew! Okay. Just gotta launch this thing right into the tower.", Terra Charge stated.

"What's your forecast say about this?", Shock Rock shouted as he tossed his electro-ball at Vilgax.

"Ha!", exclaimed Terra Charge as she did the same thing, seeing as Vilgax was near the weather tower.

"No!", shouted Vilgax before being pushed back by the combined electro blasts.

"Miscalculation.", feared the Weatherheads before the blasts eventually bumped Vilgax against the Weather Tower, causing it to spark blue energy sparks all over before the red light glowed, sent a small shockwave, and then hit the top center of the cosmic cyclone with a red beam of light, causing everything to be sucked into space while Vilgax knew what that meant.

"The auto destruct launch sequence has been initiated!", Vilgax exclaimed.

"Oops! Did not see that one coming!", Hail-O admitted.

"I am regretting every second of my existence!", Shock-O shouted.

"I would say I love you guys if I had emotions, which I do not!", exclaimed Gust-O, who was being sucked into space along with his fused comrades as the computer started the countdown to self-destruction as the red beam of light from the weather tower disappeared.

"Commencing self-destruct launch.", the ship's computer said.

"We will meet again one day, humans!", shouted Gust-O.

"You have not heard the last of the Weatherheads!", Hail-O added.

"Yeah! What they saaaaaiiiid!", Shock-O concurred.

Then, Vilgax yelled at the top of his lungs as he and his ship were being sucked out into space. Then, both Shock Rock and Terra Charge were beginning to get sucked in the vortex as well. Afterwards, the weather tower gets sucked in as well, causing the hole to close up with the dark clouds still there, only less stormy. When it did, they fell back down just a few inches. After that, Terra Charge and Shock Rock both sighed out of relief and exhaustion before the Omnitrix began to time out, changing him back to Ben.

"Whew! Just in time.", Shock Rock sighed before he timed out as Terra Charge changed back to normal.

"That was intense.", Ben admitted.

"Heh. You're telling me?", Emily agreed.

Then, Dave walked over to Emily and Ben.

"You did it, you two. Vilgax and the Weatherheads won't be bothering us for a while.", Dave congratulated.

"Good. That should give us some time to master the new alien we both have.", Emily stated.

Then, the clouds then began to snow in the area of Mount Rushmore as Gwen walked over to Ben and Emily.

"Not bad for a Doofus.", Gwen complimented.

Ben then knew that some explanation is in order.

"Guys, we need to talk.", Ben stated, earning a smile from Grandpa Max as well as Emily, who both then looked up at the light snowfall as did everyone else.

 **A/N: Pretty epic, right? For Emily's Kevin-11-esque mutation, that was the result of a power surge affecting the Omni-Enhancer. Just thought some explaining was overdue about that. Also, I wanted to see what it would be like for her, even if it is temporary. Also, I decided to make it more epic by adding the Weatherheads and their cosmic cyclone form "Riding the Storm Out' and Shock Rock's fight against Vilgax in "The 11th Alien Part 2". Part of me felt like that should've happened a long time ago. Also, I am open to suggestions for this Fanfic, like what aliens should appear, how, when, what episode, why, that kind of thing. I'm also adding certain enemies and allies from the reboot into this fanfic. If you know what ally and/or enemy should be involved in this fanfic, just say the word. For example, I plan on having Phil from the reboot as an ally for Ben and Emily and a plumber as well instead of an enemy. Speaking of which, I do not know the perfect one yet, so if you have any ideas, fill me in on this. Anyway, good talk and good night. Nice chattin' with you. :)**


	2. Chapter 1

**A/N: Hello everyone. Sorry I took so long, but I finally started on this chapter for the Ben 10 Rewrite series. And in case you're wondering, I decided to change things up a bit for this episode so that Phil wouldn't be the bad guy. After all, all of us who saw the first season finale of the Ben 10 Reboot saw how Phil turned out, so I took the opportunity to add a surprise villain in to mastermind the attacks. If you wanna know who, you'll just have to read it and find out. Plus, from now on, almost every alien that Ben turns into looks, and sounds, exactly like themselves form the Ben 10 Rebbot, 'cause let's face it, I like those voices better, at least for the little guy (AKA Grey Matter). As for the rest, I have no comment, other than, they're pretty cool. Of course, some aliens that weren't in the reboot would have different voices, like for example, Kevin Michael Richardson could voice Ripjaws, as well as Benwolf, later renamed Blitzwolfer (love his work for him by the way). Also, John DiMaggio voices Phil in this episode, 'cause, hey, I like this Phil better. Anyhoo, enjoy.**

 **Ben 10 (2005) Rewrite**

 **Chapter 1**

" **Truth"**

It started when, at a sort of nuke testing facility, the missiles suddenly begin sparking some electricity under the yellow lights as the lids open up, letting the missiles float upwards away from their silos, much to the chagrin of two launch experts as the alarm identified a security breach.

"Security breach. Red alert."

"I didn't authorize a launch. Abort, abort!", shouted the launch expert.

"We're not launching the nuke, sir. Something's pulling them out of their silos.", the launcher explained.

The missiles were being lifted up into Vilgax's ship above while Vilgax's drones broke inside with an explosion and began attacking the security agents with lasers, stunning them. Then, Vilgax walked out from the smoke and eventually turned to his left toward the missiles only to be stopped by the lasers firing at one of his drones and then at Vilgax, pushing him back a couple of feet as he guarded against the pulse. Then, he saw two Plumber Agents in front of him.

"You...", Vilgax growled before one of them spoke back.

"It's over, Vilgax. You're going down.", the plumber agent announced.

"Many have tried, none have succeeded.", Vilgax retorted.

"Until now, slime ball.", the cocky agent said before dashing toward Vilgax as the second Plumber agent tried to warn him.

"Phil, wait!", exclaimed the second agent.

However, Phil went for the gun as Vilgax jumped into the air only for him to be kicked on the helmet, knocking it off, and then be caught in a headlock with Vilgax's arm as he not only aimed the gun at Phil, but also allow his drone to hack the middle to aim it toward one of the nearby cities as the screen stated "Launch Ready".

"Of course, you will now back away, knowing that if you refuse, one of your cities will be destroyed!", Vilgax threatened as the second agent looked up to see the missile covers above the missile open up to allow the missile safe passage.

 **Chapter 2**

Vilgax still had Phil at point-blank range if his gun.

"If you value your cities, let alone your partner, you will lower your weapon, or else!", Vilgax reiterated.

Then, the second agent lowered his weapon as instructed, worrying Phil.

"You can't just let him get away.", Phil reminded.

"Never said I would, kid.", the second agent responded before shooting a mini-laser at Vilgax's gun, dislodging him.

Then, Phil elbowed Vilgax before pushing him back. By then, the word "Launch" on the screen turned from red to green just before the drone moved the tentacles back inside itself as Vilgax spoke.

"I'm afraid you're too late."

"Wrong. My timing's perfect.", the second agent stated before he lifted his gun up and then shot a sort of ball at him before it then turned into a sort of sticky net and trapped Vilgax and the drone onto the missile. Then, Vilgax began struggling to break free as the missile began to launch.

"Nooooooo!", roared Vilgax as he and his drone were being blasted off.

Phil then turned to the second agent, who turned out to be Max, who removed the helmet.

"What are you doing?", asked Phil.

"Sending Vilgax out with a bang."

Then, Vilgax shouted as the rocket neared his ship.

"Tennysooooon!"

Then, the rocket made impact with Vilgax's ship, causing it to explode before it then goes back to later at night with Ben, Gwen, Emily, and Max in the Rustbucket as Dave drove by next to it.

"And then, kablamo. No more Vilgax. Or so I thought, until today."

"After the last fight, Max told me the good news, so I happily retired and settled down with my wife, who left to go on a vacation retreat recently. Frankly, today was all kinds of surprising.", Dave admitted.

"Yeah.", Emily agreed. "I mean, I didn't think I'd have the same powers as Ben, let alone better. Look at me now."

Ben was very surprised about what Max used to do.

"Whoa! You were a hero?", asked Ben.

"I was just a guy doing a job.", Max replied.

Gwen was somewhat puzzled about what job Max really had.

"Excuse me, but exactly what was that job?", Gwen asked.

Then, Max had to answer.

"We called ourselves the Plumbers. Officially, we didn't exist. We were the guys who fixed the problems no one else could. Extraterrestrial, extrasensory, extraordinary."

Then, Ben had a realization, as did Emily.

"So, all this time I've been going hero, I've really been following in your footsteps.", Ben figured.

"So have I.", Emily gasped.

"We're plumbers in training!", Ben exclaimed.

"Uh, let's not go that far just yet, Ben.", Emily warned.

"And you knew about the watches the whole time?", puzzled Gwen.

"Not really. Just rumor and scuttlebutt.", Max replied. "I was surprised as you guys when it turned up on Ben's wrist. I also just heard about the Omni-Enhancer today."

Gwen, however, had doubts.

"You always told us we could tell you anything, Grandpa. Guess you didn't feel the same."

Suddenly, a siren coming from two ambulance vans and a police car just passed by the Rustbucket. Ben was quite thrilled as to what it meant.

"Alright! Could be a chance for the Plumbers to go back to work!", Ben exclaimed.

Gwen was a bit frustrated with Ben's excitability.

"Ugh! You should start by unclogging that hairball from your brain, Mr. Plumber.", Gwen joked.

"Ah, you're just jealous 'cause you're not part of the family business.", Ben guessed before sticking his tongue out.

"There is no family business.", Max reminded.

Emily, however, was a bit hesitant, as excited as she is.

"Max is right, Ben. And look. I like being a hero as much as the next guy, but we need to be patient about this. First, we find out the problem, then we solve it depending on what the problem is. It's that simple.", Emily suggested.

"Well, at least, that is how we Roosevelts solve problems now and then.", Dave added.

"Maybe so, Dave, but still, my hero days were over a long time ago.", Max responded.

Then, Ben hopped out of the RV through the sude door.

"Well, mine are just getting started.", Ben stated.

Max, however, felt it was not the best time.

"Ben, wait!", Max exclaimed.

But Ben activated his Omnitrix anyway.

"Time to XLR8!", Ben shouted.

Dave then turned to Emily.

"Make sure to keep an eye on Ben, Emily. Not that I don't like the kid, but his habits of getting into trouble looked ridiculous.", Dave urged.

Emily nodded as she headed out the door.

"On it, Dad."

Then, he turned the dial to XLR8 before slamming it down, only to become Ripjaws instead and notice it by checking the RV mirror.

"Aw, Ripjaws? What a rip-off.", Ripjaws reacted.

Then, Emily stepped outward.

"Well, on the bright side, not a minute too soon.", Emily stated just as it started to rain mildly. "The rain should keep you moisturized outside."

Suddenly, a fire truck passed by, catching both Emily and Ripjaws' attention. They then went after it, eventually being led to the scene of either an accident or a crime. As the fire truck stopped and its driver hopped off, Emily passed by.

"What are you doing, kid?", asked the firefighter.

"I'm here to help.", Emily replied.

"Okay, but I don't exactly see how kids like yourself can be helpful.", the firefighter replied.

"Well, actually, I'm 15.", Emily responded before she turned to the owner of a hotel.

"Anyway, what's wrong?", asked Emily.

"There's some kind of creature inside, tearing up the place.", the owner replied just as Ripjaws walked over to Emily, puzzling the owner, before she had to explain.

"Yeah, I can't stress enough that that's not the creature tearing up the place. If anything, he's with me.", Emily urged.

"Yep. We'll go in there, find the creature that's causing this ruckus, and bust him.", Ripjaws replied.

"Yeah, but it's probably not gonna be easy. In any case, we have to stop that creature somehow.", Emily stated as she activated her Omni-Emhancer and turned the dial to a silhouette of what appeared to be a new alien with water pipes on the arms. "Whoa. I wonder what this one does."

Then, Emily pressed down on it before growing a red Titanium-like exoskeleton armor with water pipes on her arms as well as the hoses literally built into the palms of her hands, surprising her.

"Whoa! Didn't see that one coming.", Emily admitted.

Then, as Emily and Ripjaws enter, they have a brief conversation.

"You know you're gonna have to name whatever that alien is, right?", Ripjaws asked.

"Of course, Ben, but I don't know what it can even do yet. We'll come up with it after the matter is resolved anyway.", Emily assured as Ripjaws took a look around and then spoke.

"Okay, who's the punk giving us creatures a bad name?", inquired Ripjaws.

Then, a small-ish, red creature roared before Emily giggled while Ripjaws started laughing. The creature then picked up a rock and then tossed it at Ripjaws, quickly catching Emily's attention.

"Ben! Look out!", shouted Emily, who got in the small Rock's path before it hit her armor with no feeling in it at all, surprising her.

"Huh? I-I didn't even feel that.", Emily stated.

Then, Ripjaws spoke to the creature.

"You picked the wrong day to be an alien, pal.", Ripjaws threatened before leaping toward it only to miss it as it hopped away and slide toward the fountain, giving him a bump to the head before standing up and glaring back at the creature.

Then, it leapt toward the fountain and took some of its water to put in its mouth before spraying it at Ripjaws, who was actually refreshed.

"Aaah. That's just a breath of fresh air to me.", Ripjaws complimented.

Meanwhile, Dave, Gwen, and Max went to the owner of the hotel.

"Anybody happen to see a giant talking fish come by here?", Gwen asked.

Inside, the creature crawled around a pillar out of sight before leaping off it as it growled. Then, both Phil, Emily, and Ripjaws accidentally bumped into each other and spoke to each other.

"Who are you? Who am _I_? Who are _you_?", went Phil, Emily, and Ripjaws.

"Look, we came here to look for the creature that's causing trouble and stop it before it wrecks this hotel.", Emily stated.

Phil grew very surprised.

"Oh. Well, the more, the merrier.", Phil stated before the creature appeared and waved its arms around a bit before Phil fired only to miss it as Ripjaws moisturized himself with the water from a fancy water cup by pouring it on himself.

"Aah. You gotta love room service.", Ripjaws admitted.

Phil and Emily looked around for the creature only for it to pop up on top of the bookshelf and topple it over Phil.

"Look out!", Emily urged before shoving Phil out of the way just as the shelf hit the ground.

Then, Emily decided to attack it.

"Relax. Have a drink!", exclaimed Emily before spraying water through her hands at the creature with enough pressure to knock it unconscious against the wall, without even damaging it.

"Huh. That's a new one. I'm calling this one Waterflood.", Emily admitted before touching the badge on her chest, changing her back to normal form as Ripjaws put the unconscious havoc beast in the safe before he timed out and changed back to Ben just as Dave, Gwen, and Max entered.

"Ben, are you all right?", asked Max.

"That creature certainly seemed a bit mischievous.", Dave commented.

"Yeah, it was. Luckily, we've had some help.", Emily replied as she turned to Phil.

Phil then walked over to notice Max.

"Max?", grinned Phil.

"Phil!", greeted Max.

Then, Max laughed as he and his partner hugged each other.

"You know this guy, Grandpa?", puzzled Ben.

"Well, you could say that. We used to be partners.", replied Phil.

Ben and Emily looked over to Gwen about the answer.

Later, that day, Phil was already putting the safe with the trapped havoc beast inside in the trunk before he turned to Max and the others.

"That car looks nice.", Emily complimented.

"Thank you, Emily.", Phil started. "Yeah, she's not much to look at, but it's better than that old Rustbucket of an RV you used to drive."

"Okay, I take it back.", Emily stated as a result from hearing an indirect insult at the Rustbucket.

"So, how are you?", asked Max.

"Pretty good, considering I just bagged a havoc beast. Seems like old times.", Phil replied.

Ben was quite peeved from hearing that.

"You bagged it?! As if! It was Ripj-", Ben began, only for Emily to stop him.

"This is neither the time, nor the place.", Emily warned.

Max then walked up to see the Havoc Beast.

"Havoc Beast, huh? I haven't seen one of those since the one we caught terrorizing Denver years ago.", Max commented as the safe jiggled around from the Havoc Beast's movement before Phil closed the trunk.

"Yeah, well, good thing I was around. Once a plumber, always a plumber, you know? Hey, Max, have you ever thought about getting back in the game? You know, take a trip down memory lane?", asked Phil.

Max, however, only politely refused.

"No thanks. I'm retired, and so are the plumbers.", Max refused.

"Yep, ever since what you pulled on Vilgax all those years ago. Taking him out must've hit the job with a dry spell.", Phil guessed.

"I'm just doing my job.", Max replied.

"And I don't blame you at all for that, Max.", Dave assured as he put his hand in Max's shoulder before Phil spoke.

"In any case, the alien activities have been getting their second wind recently, and I've even started my own freelance Plumber business and everything.", Phil responded before he noticed both the upgraded Omnitrix on Ben's wrist and the Omni-Enhancer, which resembles Ben's upgraded Omnitrix, except the color was blue-green instead of green, on Emily's wrist.

"Hmm. Interesting. These watches look so familiar.", Phil commented before Ben was willing to oblige an answer, unlike Emily.

"It ought to. It's the Omni-", Ben began before Emily shushed him.

"Would you keep it down?", Emily whispered before Max ushered Ben into the Rustbucket as Emily, Gwen, and Dave followed them.

"Well, look at the time. Well, we need to go. Nice catching up with you, Phil. Happy plumbing.", Max complimented.

"Happy plumbing.", Phil repeated as a goodbye.

Little did they know that meanwhile, a certain mysterious enemy with glowing red eyes was watching the scene as well as taking notice of the Omni-Enhancer in Emily's wrist.

"The Omni-Enhancer is in the possession of a female earthling? Now, I've seen everything." the stranger admitted before he touched his communicator on his arm and spoke to Vilgax.

"Master Vilgax. I've located the Omnitrix and Omni-Enhancer.", the stranger assured.

"Excellent work, Psyphon. Now then.., release the Vulpamancers.", Vilgax ordered before Psyphon stepped out of the shadows and replied.

"As you command, my master.", Psyphon smirked menacingly.

Meanwhile, Ben was somewhat peeved about the lack of info.

"I don't get it. How come you didn't tell Phil about the Omnitrix, let alone the Omni-Enhancer?", asked Ben.

"That's on a need-to-know basis only, Ben.", Max replied.

"That's right. The less people who know, the better.", Dave added before Gwen pitched in.

"Guess that's your answer to everything, isn't it, Grandpa?", Gwen asked before Emily quickly sensed Gwen's animosity and apparent distrust towards her grandfather.

"Don't be like that, Gwen. I'm sure he had a good reason to hide it from us until now.", Emily assured.

However, Gwen wasn't convinced.

"And what reason would that be?", asked Gwen.

"Because, we were too young and we would've gotten ourselves hurt if we knew sooner. Well, we've grown old enough now. I'm sure we'll find out more soon enough, but only if it's the right time.", Emily replied before Ben turned to Max.

"Hey, why don't we start up the Plumbers again? You, me, Emily, Dave, and Phil. We'd be super alien butt kickers!", Ben exclaimed in excitement as Emily grew somewhat peeved about her involvement in Ben's little scheme.

"I'd prefer it if you don't drag me and my father into this.", Emily urged before Max spoke.

"Ben, I'm flattered you appreciate what I did, but you can't bring back the past.", Max replied before Emily spoke.

"He's right, Ben. The only thing we can do is look to the future.", Emily added before the communicator visor popped up from the cup holders, showing Phil on the screen.

"Max! If you and Dave are out there, I'm gonna need some help.", Phil urged.

"What's the problem?", asked Dave.

"Two vulpamancers tearing up a meat processing plant on highway 44. You need to get there and quickly!", Phil urged before the communicator went offline, surprising Max, at least the fact about Vulpamancers attacking a nearby processing plant.

"Vulpamancers?", asked Max.

"Highway 44? But we just passed it.", Emily commented before Max took a U-Turn to Head back for the meat processing plant on Highway 44, leaving Ben excited.

"All right! The Tennysons are back in plumbing business!", Ben exclaimed before Emily sighed in disgust as she face-palmed herself with her right hand.

"Honestly, Ben. You get way too excited.", Emily commented.

Later, the Rustbucket, as well as Dave's RV, arrived at the meat processing plant before the group walked out and heard ferocious sounds, worrying Gwen.

"I don't like the sound of that.", Gwen commented before Emily put her hand in her shoulder.

"Don't worry, Gwen. Whatever's going on in there, we'll take care of this.", Emily assured as she, Ben, Max, and Dave walked in as one of the two Vulpamancers roared from far away before Gwen began to follow them with an unnerving look on her face, both unaware that Psyphon was watching from nearby.

Once inside, they turned to the right to notice a way into the processing plant's mechanics just in time to notice Phil on his knees.

"Phil!", Max exclaimed.

Then, Max and Dave ran over to Phil and helped him up.

"Easy, Phil. We got ya.", Dave assured as Phil smiled.

"Max, Dave. Thank goodness you two showed up. I managed to hold the Vulpamancers off for a while, but during that time, I've noticed that something was a bit off with them. Almost as if the attack was organized and well-honed. So, we have to find out what it is and fix it.", Phil stated.

"No worries! We're on it.", Ben assured.

"We'll find out the problem and fix it before you even know it.", Emily added before the two Vulpamancers then growled and roared as the dense smoke cleared.

"Friends of yours?", asked Gwen as Ben gave a worried look while Emily gave a more determined one.

 **Chapter 3**

The two Vulpamancers were walking toward the group as they growled and snarled while Emily quickly figured out what they were.

"Those must've been the Vulpamancers who attacked Phil.", Emily theorized.

Ben, however, had a simpler name for them as he activated his Omnitrix, much to Max's chagrin.

"Wildmutts! Maybe I can talk with them.", Ben figured.

"Ben!", Max shouted before Emily sighed in disgust.

"Ugh, there's no reasoning with you, is there?", Emily asked in disgust before she activated her Omni-Enhancer, turned the dial to a Vulpamancer in the center of the dial before she pushed it down as Ben slammed his Omnitrix down, initiating their transformations.

For Ben's case, his right arm began to get bulky with veins as they went all the way to his face before Ben closed his eyes and them, revealing them to be orange eyes before he grew orange fur and his teeth sharpened into fangs as his nails grew into claws before he then gave a short roar as he became a a Vulpamancer before he extended his claws, placed them on the ground and roared. As for Emily, however, the same thing happened, except her eyes remained the same, her feet turned into Vulpamancer paws, and her changes stopped with her whole body, completely covered by orange fur, although she still kept her clothes, and her normal face, apart from her orange eyebrows and orange hair before she extended her claws from her hands, performed an aerial cartwheel Slash and placed said claws on the ground as a finishing pose before the transformations were complete, astonishing Phil.

"So, that's why I recognized the watches from before. They're both the Omnitrix, and the Omni-Enhancer!", Phil exclaimed before Emily responded.

"Apparently, yeah. I'm thinking about naming this one, Vulpinine.", Vulpinine replied before she and Wildmutt got close to the two Vulpamancers and conversed with them as Vulpinine spoke.

"Look. I've just changed halfway into a Vulpamancer, and I can already sense that you don't want to do this. It's almost like...", Vulpinine says before she gasped at the realization and noticed the mind control chips on the top of their heads. "You're being controlled."

Phil had a hunch that it had something to do with that.

"So, that's what was off.", Phil realized.

"Yeah. When they aren't mind-controlled, Vulpamancers were never big on small talk, even with their own kind.", Dave added.

Vulpinine grew a bit peeved, but more worried as the mind-controlled Vulpamancer roared as the mind-control chip whirred a sound that meant that a command is being transmitted to them.

"Uh, Dad, you think you could've mentioned it earlier?", asked Vulpinine as the Vulpamancer slave raised its arms and attempted to hit them with its claws, but missed as she and Wildmitt leapt back before they wind up being chased wolves after sheep. One of the Vulpamancers leapt toward Vulpinine, only for her to sense the oncoming attack from behind with what appeared to be gills on her neck, which actually acted as a second sight warning system before she leapt for the chain rope and swung toward another rope of chains, having some relief.

"Phew! That was close.", sighed Vulpinine before she suddenly noticed Psyphon in the shadows, working the controls in his arm just as one of the vulpamancers got knocked back by Wildmutt with a headbutt ram and had a barrel of meat juice and guts pouring onto it, disgusting Gwen.

"Gross!", Gwen exclaimed.

"Wait. Is that guy...controlling them?", Vulpinine slowly realized before one of the Vulpamancers bit into the meat from the bottom of the rope where the hook hung onto the top of it and began dragging it upward, surprising her.

"Oh, come on! Really?!", exclaimed Vulpinine before the chains broke off, forcing her to jump from chain to chain toward a conveyor belt where the Vulpamancer caught up and pinned her just as the meat was being crushed under the spiked rollers. But, just as Phil stopped the conveyor belt from continuing, Vulpinine successfully knocked the Vulpamancer back with her legs and stood on all fours.

"Sorry, Fido, but I don't plan on being minced meat anytime soon.", Vulpinine punned before she hopped off the conveyor belt and joined Max, Dave, Phil, and Wildmutt.

"Thanks, Phil.", Vulpinine gratified.

"Nothing to it, Emily.", Phil responded.

Then, as the group headed for the exit, Psyphon pressed a button on his arm to trigger the noise to command the Vulpamancers to surround them as one appeared in front of the group while another appeared from behind, worrying Gwen.

"Don't suppose you've ever considered becoming vegetarians?", asked Gwen.

Then, Vulpinine had an idea.

"I've got an idea.", Vulpinine stayed before she pressed her fingers firmly on the ring of the badge before turning it, Mali g the badge pop up and then press it down, causing the symbol to glow blue-green and encase her arms, legs, and some of her fur with blue energy, and rocks for armor, as her claws extend and become laced with blue energy as does her toenails, hands, and feet, although her hair remained the same while the overall fur on her body remains half unchanged while the other half is covered with blue energy and rock-like armor.

"All right! Time to see what this power-up can do for Vulpinine.", Vulpinine stated in surprise.

Then, Vulpinine quickly guessed what she needed to do as one of the Vulpamancers prepared to pounce.

"Okay. Ready.., Aim..,", the Omni-Enhanced Vulpinine began before it pounced, prompting her to pounce back.

"Slash!", exclaimed Vulpinine before she slashed the Vulpamancer with her Omni-Enhanced claws, creating a shockwave that's just as powerful as a sonic pitch whistle as the resulting shockwave also dismantled Psyphon's mind-control chip, knocking it out, and impressing Vulpinine.

"No way!", Vulpinine stated in awe as the tiny bolts traveled up the claws for a little bit before the Vulpamancer tried to attack, only to be brought down by another energy slash, dismantling yet another chip and knocking it unconscious.

"I can get used to this.", Vulpinine admitted before she timed out willingly and changed back to Emily as Wildmutt timed out unwillingly and changed back to Ben, surprising Phil.

"So, the legends are true. The Omnitrix, the Omni-Enhancer, they do exist. Those were some pretty good moves out there, Emily. You remind me of Max back in the day.", Phil commented, making Emily blush.

"Uh, thanks?", responded Emily with a blush as Ben gave a sort of peeved look.

Then, Max and Dave turned just in time to see the Vulpamancers coming to, sans mind-control chips.

"Phil, look out!", Max warned before the Vulpamancers whacked Phil to the ground and roared as Max hitched a ride on the forklift, straight toward them.

"Why don't you pick on someone with more meat on his bones?", Max exclaimed before ramming the Vulpamancers toward a seemingly dark and empty room as Max hopped out before the forklift crashed, along with the two Vulpamancers as Psyphon grew enraged.

"Must I do everything myself?", Psyphon exclaimed before preparing a red laser beam from the blaster connected to his right arm and aimed for Max as Ben, Gwen, Dave, Emily, and Phil saw him.

"That's the guy who was controlling them!", Emily exclaimed before she went for Max.

Then, Psyphon fired the laser beam just as Emily managed to push him out of the way.

"Look out!", Emily exclaimed as she successfully veered him and herself out of harm's way, angering Psyphon as he growled.

"You have interfered for the last time, earthling!"

Then, Emily turned to Max.

"That guy is really steamed! We better hurry!", Emily urged before Max nodded in response and closed the doors just as the Vulpamancers charged while Psyphon prepared another blast only for the gate to close with the Vulpamancers bumping into it.

Emily then sighed in relief and exhaustion.

"Just like old times, eh?", Phil asked. "I think this could be the beginning of a new partnership."

Max grew puzzled about it as did Dave.

Later, they returned to the same hotel.

"In a way, I'm glad we all met up.", Phil admitted.

Max and Dave took a look around as Ben ate a shrimp while Emily grew somewhat astonished with the room.

"Ah, ritzy suite.", Max stated.

"That must've cost a lot of pennies for that room.", Dave guessed.

"Well, apparently, that room was on the house for us helping the manager out with his Havoc Beast problem. And, Emily, you and Ben would make good plumbers.", Phil commented, surprising Ben and Emily.

"We would?", asked Ben and Emily in unison.

"Of course. We're gonna need all the help we can get against whoever controlled the Vulpamancers. In fact, with both of your powers, Max's experience and my instincts, we could find a way to fix the problem. Now, we don't know much about the guy who manipulated the Vulpamancers earlier, only that he used microchips to get them to do his dirty work.", Phil theorized.

"It was an odd coincidence for a Hyper Weasel and two Megamutts to turn up on the same day.", Max commented.

"I agree, it is a little unnerving, what with the Havoc Beast and the Vulpamancers appearing left and right on the same day. Whoever released those creatures in us was not willing to give up so easily. The only way those creatures to come back here is if..,", Phil began before he realized something.

"Wait. You don't think that..?", Phil started to ask before Max spoke.

"Someone could've snuck in and took the Null Void Projector.", Dave guessed, puzzling Emily and Gwen.

"Huh?", puzzled Emily.

"Null Void Projector?", asked Gwen.

"We'll find out together, but just this once.", Max decided before both leave.

"Right. The sooner we do that, the better. Also, you kids can order whatever you like off the room service menu. Came with the suite.", Phil suggested as he left with Max.

Ben and Emily were quite surprised.

"Really?", Emily asked.

"Now, we're talkin!", Ben exclaimed.

Gwen, however, still had her suspicions.

"Something's going on that Grandpa's not telling us about. Come on.", Gwen urged only to be refused by Emily and Ben for two different reasons.

"I don't think that's right, Gwen. As disconcerting as it is, I'm sure they've got a good reason. Besides, isn't it like spying on them?", asked Emily before Ben spoke.

"And pass up free room service? No way, I'm staying here.", Ben refused, ticking Gwen off before she had an idea to trick him.

"Eh, you're right. It's probably just some secret Plumber's mission. Better if we just stay out of it.", Gwen stated, making Ben halt his eating before Emily realized what was going on.

"Oh, no. Don't tell me that you're...", Emily began before later, Ben, Gwen, and Emily were outside on the front porch, only to notice that neither Max, Dave, nor Phil were here.

"No Grandpa.", Gwen spoke.

"No Dad.", Emily added.

"And no Phil. But where would they go?", asked Ben.

Gwen had a hunch as to what it could mean.

"If Grandpa thinks that alien weasel and those space mitts were connected to whatever the Null Void Projector is, there's only one place to check out around here.", Gwen theorized as both Ben and Emily activated their watches as she figured out the answer.

"The Plumber Base on Mount Rushmore. The guy I saw who was controlling those Vulpamancers earlier could be here. Apparently, that's all the more reason to check it out.", Emily figured before both Ben and Emily pressed the watches down, turning into different aliens.

For Ben's case, he turned into a slightly upgraded version of XLR8 with no faceplate visor, and a blue outline instead of white on his chest, also with a different voice than usual. As for Emily, she turned into a hybrid version of XLR8 with the only changes present being her new Black and blue-stripped tail, and her legs.

"Whoa! Is that how you look as half of XLR8? That looks beautiful.", complimented XLR8, causing Emily to smile.

"Thanks, Ben. And by the way, call me Fastlane.", Fastlane responded before XLR8 grabbed Gwen and put her on his back.

"Hang on, 'cuz. All aboard the XLR8 express!", exclaimed XLR8 before he dashed off with Fastlane following.

Meanwhile, at Mount Rushmore, Max, Dave, and Phil walked in to notice something missing.

"Just as I suspected.", Phil figured.

"It's gone.", Max added.

"Where do you think it wound up?", asked Dave.

Just then, a menacing voice rang out.

"Looking for this?", asked Psyphon, catching the three Plumbers' attention.

"Psyphon.", Phil guessed.

"After all these years, you still couldn't come quietly, could ya?", asked Dave.

"No. And for good reason. Tell me. Do you know exactly what this is, Max Tennyson?", asked Psyphon before Max turned around.

"The Null Void Projector. I thought all those aliens were familiar.", Max figured.

"You stole the Null Void Projector in order to release those aliens back then, didn't you?" guessed Phil.

"Astute, and I always thought Max would be the smart one.", Psyphon joked.

"Why are you doing all this, Psyphon?", asked Max.

"Isn't it obvious? To wreak my revenge against the very plumbers who tarnished my master's honor and aid Vilgax in conquering this pitiful planet., Psyphon replied.

"We're not gonna let you get away with this.", Max threatened.

Psyphon, however, saw that phrase coming.

"Unfortunately for you, you no longer have a choice!", Psyphon exclaimed before shooting out and creating a portal just as Max ducked and turned around to notice a four-legged Beast with claws walk out of the portal.

"Allow me to introduce you to your...executioner, Tennyson, for it is the symbol of our final triumph!", Psyphon began as the creature roared at Max, Dave, and Phil.

"And your final demise!", Psyphon finished before laughing maniacally.

 **Chapter 4**

The creature roared before it tried to swing at Max, Dave, and Phil as Psyphon laughed only for the three to be saved by both XLR8 and Fastlane, shocking Psyphon.

"What?!", exclaimed Psyphon before XLR8 and Fastlane zoomed past him and set the three plumbers down.

"You guys okay?", asked Fastlane.

"Yeah, Emily. We're just fine.", Dave assured her half Kineceleran daughter.

"So, you're the guy causin' trouble, are ya? Well, you're nothing but a big drip if you ask me.", XLR8 commented to Psyphon.

"Have you forgotten who you're talking to?! I am Psyphon, second in command to the conqueror of 10 worlds himself!", Psyphon exclaimed as the creature tried to jiggle its hand loose.

Fastlane grew a bit puzzled.

"So, that's the guy who sicced his megamutts on us earlier?", asked Fastlane.

"Evidently.", Phil replied.

"In case you have forgotten, I have a very specific set of skills: skills I've acquired over a long period of my time as Vilgax's second-in-command. Hand over the Omnitrix and Omni-Enhancer and that will be the end of it. However, refuse, and my master will look for you, my master will find you, and Vilgax will take them by force before he destroys this planet and conquers the rest of the universe.", Psyphon threatened.

Fastlane knew that she and Ben would not let it happen.

"Really? Well, good luck with that.", Fastlane retorted before the creature jiggled the arm loose and then roared.

"I doubt that a Kineceleran could last against a Wigzelian Org Beast. Try to survive against that beast if you can.", Psyphon said with a grin before he ran off as the creature moved closer to XLR8, Fastlane, Max, Phil, and Dave just as Psyphon opened the gates.

"Enjoy your demise, Plumbers.", Psyphon smirked before he walked off as the gate closed behind him.

Then, the org beast tried to strike again, only to miss again due to XLR8 saving him before XLR8 and Fastlane went into battle as he dodged the Wigzelian Org Beast's swings and even a ground pound before XLR8 distracted the creature as Fastlane quickly pounds her feet against the creature's face.

"Ben and I will keep it at bay, but whatever you're gonna do, hurry!", Fastlane assured before Dave nodded and went with Max and Phil to the drawers.

The three plumbers the checked the drawers but had no luck with the first one.

"No.", Max spoke.

Then, Phil checked the second, but wasn't as lucky.

"Not here.", Phil said next.

Dave checked the third but wasn't lucky either.

"Not there, either.", Dave concurred.

Then, Max checked another but had no luck.

"Where is it? Where is it?", asked Max.

Then, XLR8 spoke to Max, Dave, and Phil.

"Hey, uh, hate to rush you here, but can you guys pick up the pace?", asked XLR8 before his Omnitrix began beeping and glowing red just as the Org Beast picked up a piece of the ground and tossed it toward him, much to Fastlane's Shock.

"Ben, behind you!", exclaimed Fastlane, only for it to be too late as XLR8 was hit, but fortunately, he survived before the Omnitrix timed out, changing him back to Ben.

"'Cause I sure can't.", Ben said weakly before Max finally got out the item needed.

"Got it!", Max exclaimed before tossing it at the Wigzelian Org Beast, putting it to sleep as it toppled over backwards before Fastlane dashed over to Ben and lifted the debris off of Ben.

"Ben! Are you okay?", asked Fastlane.

Ben only groaned a bit before he replied as he stood up.

"Yep. Never better, Emily.", Ben replied before he, Fastlane, Max, Phil, and Dave realized something.

"Wait a minute. If you two are here, then...", Phil began before the group asked in unison.

"Where's Gwen?"

Meanwhile, Gwen spotted Psyphon's pod just near Phil's car before she turned to notice the elevator lights adjacent to the doorway lighting up, prompting Gwen to hide in Phil's car before Psyphon appeared and then sat down on the seat of his pod before pushing a button to activate his hoverpod with the Null Void Projector in hand.

"Vilgax will finally be rid of the plumbers once and for all!", Psyphon triumphed as he went up to the surface just behind the "Road Closed" sign and took off just as the group returned with Phil going inside his car, just to notice Gwen, hiding underneath the mini-tarp.

"So, that's where you were, Gwen.", Phil stated as Gwen grinned a bit. "Do you know where Psyphon went?"

"He just left a second ago.", Gwen replied before Max and Dave got in their own RV's as Ben, went inside the Rustbucket while Phil got in his own car with Gwen still inside before Fastlane and the vehicles went back up to the surface and both sped off toward Psyphon. For Max's case, he pressed an apparent button that looked like a cup holder before it flipped over to reveal a sort of turbo lever, with which Max pulled it before the satellites went down and the turbo engines went up prepared to activate as the two boards went up, one for each engine, before the wheel opened up to show another engine as four more popped up, two for each side, along with four more boards as well before the engines activated pushing the Rustbucket at full throttle while for Dave's RV, the turbo engines opened up to show ion boosters before the car sped up with zero gas emission and blue lights trailed from the ion turbo boost engines, catching up to the Rustbucket, amazing Phil.

"Dave, you're just like Max! You both never cease to amaze me!", Phil admitted.

"Thank you for the compliment!", Dave shouted, as the engines were apparently a bit too loud before Ben spoke.

"So, how many aliens did you store in that Null Void thingy?", asked Ben.

"At least a couple a hundred, but it's a portal to an alternate dimension. In theory, it could have millions inside of it.", Max replied.

"If it it houses that many creatures, that can't be good.", Fastlane commented before Dave spoke.

"If I were a betting man, I'd wager he's not done yet.", Dave responded as the two RV's and blue car passed the "Speed Limit 65" sign.

Meanwhile, Psyphon was already nearing the last known location of Vilgax's ship.

"I'm almost there with the Null Void Projector, Master Vilgax.", Psyphon assured through his communicator to Vilgax.

"Good. Now, should the Tennysons intervene, you know what to do.", Vilgax urged.

"Very well.", Psyphon spoke before signing off just in time to notice a truck headed for him before swerving out of the way as it honked.

Then, a voice rang out from Dave's RV.

"It's the end of the line, Psyphon!", Dave exclaimed.

Psyphon grew enraged upon turning around and noticing Ben, Gwen, Fastlane, Max, Dave, and Phil chasing after him before he spoke.

"You honestly don't know when to quit, do you?", Psyphon asked rhetorically before pushing a button to activate the Autopilot as he held the Null Void Projector.

"Auto-pilot mode engaged.", the automated voice spoke before aiming his Null Void Projector for the area on the sky in-between his hoverpod and the two RV's with Phil's blue car just behind them while Fastlane was in-between the two RV's.

"You all made a grave mistake coming here!", Psyphon threatened before firing a portal from the Null Void Projector and releasing a winged creature with tentacles and only a big mouth on its face.

"Something tells me that's not the state bird of South Dakota.", Ben commented.

"Oh, really? What tipped you off, genius?", Fastlane retorted a bit as the creature then made its way to the Rustbucket, and then blocked the view, while also breaking the mirror with one of its tentacles as Ben knew what has to be done.

"We need some muscle to stop this thing. Four arms of muscle.", Ben guessed as he activated his Omnitrix.

However, the moment Ben slammed down on his Omnitrix, he wound up turning into Grey Matter, but this time, he was Omni-Enhanced.

"Grey Matter? Huh. It looks like I'm just as supersized as Four Arms this time.", Grey Matter admitted as the creature broke through with another tentacle.

Then, the Omni-Enhanced Grey Matter hopped aboard the winged creature before speaking.

"Okay, if my hypothesis is correct, triggering the correct sequence of synapses should allow me some rudimentary motor control.", Grey Matter hypothesized before he quickly grew puzzled. "I only wish I knew what I was talking about."

Grey Matter then lifted the rectangular flaps on the winged creature, pulling it back first and then straight toward Psyphon as Fastlane looked on.

"Okay. Time to follow that cue!", Fastlane admitted before pressing the badge in her chest, causing the symbol to glow blue before it gave off a blue pulse, sheltering her body with rock-like armor with moss on top for her chest and arms as the rocks went up to her tail, converting it into a lightning bolt-like tail before she even grew a rock-like helmet similar to XLR8's only with a blue arrow facing down at the top of the helmet and a blue flame protruding from the back of it before the rock-like armor went up to her feet and created disc-like wheels with blue energy pulsing out from the middle of the wheels, amazing Fastlane before the upgrade was done.

"Whoa! That looks amazing! I just-I just lit up, and then, bang!", Fastlane exclaimed before Grey Matter shouted to Fastlane.

"As impressive as your upgrade is, can you focus on the task at hand over here?!", shouted Grey Matter, slightly embarrassing Fastlane.

"Right. Sorry.", Fastlane apologized before a blue-energy laced visor shielded her face before she sped up toward Psyphon, leaving behind a trail of blue energy that quickly shocked the creature and caused it to land on Psyphon's hoverpod, causing both Psyphon and Grey Matter to crash as they fell to the street before the Null Void Projector landed on the ground as well.

Psyphon then stood up and glared at Grey Matter, who then spoke to him.

"It's over, Psyphon! Looks like your boss is gonna have to wait.", Grey Matter said.

Psyphon then reached for the Null Void Projector and aimed it toward Grey Matter.

"Back off, Galvan, or else I will release every creature imprisoned in the Null Void.", Psyphon threatened.

"Hah! You don't have the guts.", Grey Matter mocked, angering Psyphon before he prepared to fire just as Fastlane spoke with Phil.

"There has to be something we can do to stop him.", Fastlane hopes just as Phil noticed the rear-view mirror inside at the top of the car and took it out.

"Try giving this to Ben. Looks like he's gonna need it.", Phil guessed as she gave it to Fastlane, puzzling her before she quickly realized what it was for.

"Uh, How is he- Oh, right. That makes sense.", Fastlane realized before she dashed over to Grey Matter.

"Then, you're all going to be very busy!", Psyphon stated as the Projector began lighting up.

"Sorry, Psyphon. I'm on summer vacation.", Grey Matter retorted as Fastlane arrived before the visit went up, showing her blue, yet mostly human, face.

"Ben, catch!", exclaimed Fastlane before she tossed the rear-view mirror to Grey Matter, who caught it.

"Of course! Excellent work, Emily!", Ben complimented before Psyphon fired a beam only for it to be reflected by the mirror straight toward Psyphon, knocking him back.

"No!", exclaimed Psyphon before the Projector sent Psyphon back to the Null Void just before Fastlane caught it.

"See ya.", Fastlane started.

"And I definitely wouldn't want to be ya.", Grey Matter finished, making Fastlane giggle a bit before she then turned to the creature on Psyphon's hoverpod.

"All right, who's next?", Fastlane spoke as Max and Dave caught up with Grey Matter, Fastlane, and Phil.

Later, Max just sent the Wigzelian Org Beast back to the Null Void at the base.

"And that's the last of them.", Phil stated before Max turned to Ben and Gwen.

"I'm sorry I had to keep my past a secret for so long. I should've known I could trust you guys.", Max admitted.

Gwen only shrugged with a grin while responding.

"It's okay.", Gwen replied.

Then, Dave spoke to Emily, now back in her normal form, and Ben, who's back on normal form as well.

"And for what it's worth, Emily, you would've made a great plumber. Both you, and these two kids here.", Dave admitted.

"Hey, I'm your daughter and they're your friend's grandkids. What do you expect?", asked Emily before she hugged Dave with a smile before Max put the Null Void Projector back where it belongs.

"What about Psyphon?", asked Gwen.

"Well, Gwen, let's just say that there are some things about this job that we're better off not knowing.", Dave replied before the group walked away from the Null Void Projector.

As they did so, Phil was clearly impressed with Ben and Emily's watches.

"The Omnitrix, the Omni-Enhancer, they both truly are magnificent pieces of technology, and I'm certain there's even more to discover about it.", Phil guessed before he started taking his leave.

"So, where are you going now?", asked Emily before Phil turned to her.

"My services are needed elsewhere. Take care, everyone.", Phil stated before he continued leaving.

Emily had but one comment as she grinned.

"Huh. What a nice, mysterious guy.", Emily commented.

Meanwhile, Vilgax, who now bears a cloak, was slightly cross with Psyphon's failure, evident by the broken hoverpod and the wrecked street bars.

"Even Psyphon has failed me against Ben Tennyson and his dear friend, Emily Roosevelt. It seems I have to take matters into my own hands. No matter how long it takes, I will claim the Omnitrix and the Omni-Enhancer, and then, I will conquer the galaxy once more!", Vilgax proclaimed as the bottom of his cloak blew in the wind.

 **A/N: Surprise! Ben can use Omni-Enhancements as well, although they only appear at random in contrast to Emily's Omni-Enhancer. I have certain surprises in store that I'd like you to see when I release them in the near future. Also, I have a lift test appointment today at Goodwill for my job. I don't exactly have it yet, but still, I know I wanted to get one. Anyhoo, nice chattin' with you.**


	3. Chapter 2

**A/N: Hello, everybody. Sorry I took so long, but I finished the next chapter of the Ben 10 rewrite series. I will share more details with you after this chapter. Anyhoo, enjoy. :)**

 **Ben 10 (2005) Rewrite**

 **Chapter 2**

" **The Big Tick"**

 **Chapter 1**

It all started at the Yellowstone National Park where Old Faithful erupted elsewhere as the Rustbucket and Dave's RV were parked beside each other with a lizard crawling on a rock nearby and a deer drinking water from the river before it noticed Ben, Gwen, Emily, Max, and Dave walking nearby. Only 4/5th's of the group were eager to experience the great outdoors as Max sighed.

"Nothing like finally relaxing in the peace and quiet of the great outdoors.", Max admitted.

"Quite true, Max, considering our little skirmish with Psyphon a week ago.", Dave concurred.

"Yep. After some good old-fashioned butt-kicking, relaxation is a nice change.", Emily agreed.

Ben, however, doesn't seem that happy.

"Darn it, darn it! I hate this stupid thing!", Ben complained, making Gwen frown as Emily grows a bit concerned.

"Or not.", Gwen griped.

"Honestly, Ben. Don't you think you should be patient and wait for the watch to recharge before you do...whatever it is you're going to do?", asked Emily just as Ben moved his headphones onto his shoulders before he spoke.

"I figured I'd go XLR8 and hit that burger place in Casper to pick up a double cheeseburger with pickles, but it looks like I'm stuck here.", Ben replied.

"Not for long. Patience, remember? Also, Yellowstone happens to be one of the coolest places around. You should just hang out and appreciate it until then.", Emily suggested.

Then, Max spoke as he and Dave walked over to the log.

"Emily's right.", Max concurred before Dave spoke.

"Besides, we can live right off the land for a change.", Dave stated as he placed his foot on the log and rolled it over to notice a small nest of grub worms much to Max and Dave's apparent joy.

"Mmm, grub worms! Full of protein.", Max stated before he and Dave each ate a worm, disgusting Ben and Gwen as Emily's eyes widened with surprise and puzzlement.

"Mmm. Tastes like chicken. In fact, you could say they're slimy, yet satisfying.", Dave commented with a grin, bewildering Emily.

"Dad, no offense, but they're actual worms. They can't be that good. Can they?", responded Emily as she began to ponder how they would taste when Max spoke next.

"You grill them up with a sun-dried tomato paste, they are...", Max began before Gwen placed her hands on Ben's Omnitrix.

"Maybe I can help. I'll take my burger with chili.", Gwen ordered.

"I can appreciate that.", Ben stated just before Emily's Omni-Enhancer started beeping like a sort of clock alarm, puzzling Emily.

"Huh? Since when does it have an alarm?", puzzled Emily.

Dave was curious about it as well.

"That alarm is troubling.", Dave commented.

Then, the Omni-Enhancer's dial went up and projected a hologram of a small meteor headed for Earth, surprising her.

"Whoa. I did not know it could do that.", Emily admitted.

"Astronomers at Mount Hamilton have caught a glimpse of a small meteor and it appears to be headed toward the northwest part of the state.", the announcer spoke through a tape-recorder looking radio as it showed the small meteor getting closer to Earth.

Emily and Dave grew puzzled.

"A small meteor? Headed there? Right now?", asked Emily.

"Now, that's strange. The meteor shower isn't until later at night. Also, it wasn't supposed to fall toward the northwest area of here.", Dave stated.

"Something's wrong. We'll have to check on it first, then have some lunch.", Emily stated.

"Okay, fine.", Ben sighed in defeat as Emily activated her Omni-Enhancer and began turning the dial, quickly discovering a new alien life form that resembles a being with six bulges; one for each side of the head and one for each arm as well as two small bulges, one on each side of the two legs, puzzling her.

"Huh? What alien is that?", Emily puzzled at the sight of the mysterious alien in the dial.

Dave had an idea.

"Maybe the alarm had something to do with it. Some kind of warning.", Dave guessed.

Emily then had a cautious, yet crazy idea.

"Maybe. But there's only one way to find out.", Emily stated as she pushes her Omni-Enhancer down, just as Dave tried to stop her.

"Emily!", Dave called out in semi-alarm, only for her new transformation to begin just as the Omnitrix was accidentally pressed down by Gwen's hands as soon as the dial went up.

For Emily's case, she suddenly began to grow bigger and fatter starting with her hands and arms puffing up to the point where her fingers got very fat and seem very small and a bit farther from each other first, puzzling Emily.

"Wait. Am I getting fat?", puzzled Emily.

Then, her belly bulged outward with her belly button sticking out with the Omni-Enhancer symbol appearing on top of her belly button before the same thing happened to her chest, butt, legs, and feet, which quickly tore off her shoes completely, making her toes look like baby toes before Emily grew more accustomed to her current changes.

"Actually, this isn't half bad. I-It feels...really...", Emily began before her body grew bigger and tore off almost all her clothes, exposing her fat body, although she did have orange armored plating on her chest and her pants did remain, but ripped apart into the shape of special underwear that Sumo Wrestlers use.

"Good!", Emily finished before she then grew armored plating on her back with two top pads of orange armor on the top of her shoulders before her elbows and knees grew the same pads as well before the Transformation was done.

When the green and blue lights faded, Gwen, Max, and Dave gasped at the sight of Emily's new hybrid form as Emily giggled.

"Whew! That felt great!", Emily whooped before she took a look at the pads in her shoulders, elbows, and knees and even tapped one of them a few times, noticing it's smooth, yet tough consistency.

"Huh. So, that's what the bulges were.", Emily realized before she turned to notice Ben in a more complete version of her hybrid form, only his skin was completely white, had a different voice, green eyes on the black part near the top of the forehead, and the Omnitrix symbol on his chest before he toppled backward, making Emily giggle a bit.

"Don't worry, Ben. I'll help you up.", Emily assured.

Ben then took a look at himself and noticed his big, white hands with small fingers and black claws, surprising him.

"Guys, what am I?", Ben asked in a different voice as Emily, Max, Dave, and Gwen walked over to Ben.

"Apparently, you discovered the same alien I did. Only yours was...well, more complete, obviously.", Emily replied.

Dave had but one comment about it, as did Gwen.

"It's definitely...different.", Dave commented.

"Now that's a heroic pose.", Gwen joked.

Ben did not find it funny, and neither did Emily as she grumbled.

"Real funny.", Ben responded before Emily helped Ben up, despite her obese, armor-plated body.

"I can't believe I'm a new hero.", Ben admitted before Emily spoke.

"Yeah. Neither can I."

"And where there's one more, who knows? There could be a hundred more, like Shock Rock, even.", Dave figured.

"Well, as long as they're not as worthless as this one is.", Ben commented before he then tried to figure out what exactly this new alien does. "So, what do you think he does?"

Then, he tried breathing fire, but only gave out normal air.

"So much for breathing fire.", Ben spoke before decided to try another theory. "Maybe I can fire freeze rays from my eyes."

Ben then tried to do just that, but to no avail.

"Magnetic blasts?"

Then, Ben tried again, but this time, with his hands as he then moved his fingers on his right hand on several positions, but it still didn't work just as Emily slightly retorted.

"Well, I wouldn't call it worthless just yet, Ben. Still, what kind of alien are we?", puzzled Emily as she felt her big belly and bounced it up and down a little before her Omni-Enhancer beeped and flashed blue before a hologram of Azmuth appeared, puzzling the others as Emily and Dave knew who he was.

"Azmuth?", puzzled Emily.

Ben grew puzzled.

"Wait. Azmuth is a Grey Matter?", asked Ben.

"Technically, he's a Galvan, Ben, but yeah.", Emily responded before the hologram spoke.

"So, it seems you discovered the DNA sample of an Aburian Pelarota. This species is capable of using their body armor to build up speed like a bowling ball not only to get around quicker, but also to ward off enemies.", Azmuth stated as it showed a diagram of an Aburian Pelarota rolling in ball form towards its enemy, knocking it back before reverting back to humanoid form, impressing both Ben and Emily.

"Wow. Really?", asked Emily.

"That's what he does?", puzzled Ben.

"That is correct. Unfortunately, about a week ago, the species' home planet was destroyed by what your local earthling scientists just considered 'a small meteor'.", Azmuth added, shocking Emily.

"So, you're saying that it's more than a small meteor?", asked Emily.

"I'm saying that it is not a meteor at all. That 'small meteor' is what its ambassadors called 'The Great One', which, between you and me, looks more like an intergalactic parasite if you ask me, and for good reason. As it passes by other planets, it selects one, then consumes all the vital resources of said planet, dooming it to utter destruction, which is what its ambassadors call these days 'purification'.", Azmuth commented as it showed the Big Tick feeding off all the planet's resources, causing it to decay before said planet explodes, surprising Emily.

"So, that's what the alarm was for. Also, how did it show the map with that big tick headed here? And what's with the alarm, anyway?", Emily asked.

"Oh, this? This is a new planetary security alarm system I installed into your Omni-Enhancer some time ago before I sent it to Earth. As soon as the pod for this device entered your planet's atmosphere, it dispersed micro cameras that watch over Earth from the outside in outer space. And the best part, they're so microscopic that they cannot be detected by outside forces.", Azmuth stated, amazing Emily.

"Whoa. So, how does the alarm system work?", asked Emily.

"How it works is, anyone or anything dangerous that enters the Earth's atmosphere triggers the alarm. And judging by your first experience just now, I'd hazard a guess to say it's functioning as it should be.", Azmuth replied.

"Huh. So, what are we supposed to do? About the Big Tick, that is.", asked Emily.

"Seeing as you've already found the DNA sample of the Aburian Pelarota, perhaps you could figure out a solution yourself. You did, after all, see the diagram, did you not?", Azmuth said before signing off, slightly peeving Emily, who gave a slight growl of frustration.

"Fantastic.", Emily spoke sarcastically.

Gwen saw the bright side of this.

"Well, at least we know what you and Ben are.", Gwen spoke just before looking up to see a flaming meteor falling toward a certain spot.

"Duck!", Gwen exclaimed.

"Get down, Ben!", Emily shouted at the same time Gwen warned Ben, who only turned around to see the meteor seemingly headed for him.

* * *

 **Chapter 2**

The flaming meteor actually zoomed past Ben above him as he exclaimed due to the shaking before it crash-landed at a spot not far from here, causing Emily to wobble over due to sudden loss of balance and land on her back beside Ben, making the two of them blush.

"Well, this is awkward.", Emily said with a nervous smile.

Ben only grinned with a sigh before he spoke.

"At least I'm not alone in this.", Ben admitted before Emily took his point.

"I guess so.", Emily spoke before she got an idea.

"Hey, Ben! You up for a little race?", Emily asked before she rolled backward a bit, lifted her legs, propelled herself forward, and turned into a ball with her pudgy human face visible while the rest of her body was covered in armor before she rolled forward and got excited.

"Whoo-hoo! Last one there's an Aburian Pelarota!", Emily shouted as she quickly rolled over to the crash site.

"Hey! I'm that alien!", Ben exclaimed before he took on his ball form and then rolled over to Emily.

"This is no time for a race, Ben!", Gwen shouted before Dave spoke.

"Look on the bright side. They're headed the direction of that big tick!", Dave assured before he, Max, and Gwen went after Ben and Emily.

As they rolled over to the crash site, evidentially, as the smoke cleared, Ben and Emily both arrived at the same time.

"I won!", the two shouted at the same time, before they quickly argued at the same time.

"Wait. What do you mean 'you won'? I won!", the two Aburian Pelarota's spoke at the same time before they both looked up to see the big tick's shell.

"Whoa. It's huge.", both Ben and Emily spoke the big shell began to crack.

"And alive!", Gwen spoke before a voice rang out.

"You're darn right it is!", an unknown voice spoke out, catching the heroes' attention before a humanoid elephant with a trunk for a mouth turned up, trumpeted and then landed on the ground.

"That thing's the greatest being in the galaxy.", the pachyderm alien continued.

"Uh, yeah. If by 'greatest being in the galaxy', you mean 'biggest parasite in the galaxy', then it sure is.", Emily badmouthed, making the alien puff out smoke from his trunk-like mouth.

"You apparently ain't from around here, so it's only fair to warn ya. Mess with Trumbipulor, you get the tusks.", Trumbipulor warned.

"Oh, yeah? Well, mess with Earth, you get the bouncy's.", Emily spoke with a comeback before jumping into the air, turning into a ball once more and falling down toward him as Trumbipulor grew puzzled.

"Hang on. That doesn't even make any se-", Trumbipulor began before being bounced on to the ground and pounded on the back a few times, at which point, Emily stops and reverts back to humanoid form, impressing Ben.

"Ense.", Trumbipulor finished wheezily.

"Wow.", Ben commented as Emily dusted her hands off.

"And that's how it's done.", Emily stated as she moves her big belly upward and then letting it down.

Then, Trumbipulor only laughed much to everyone's surprise as he got back up and cracked his back.

"That was actually a good warm-up. As much as I'd like to fight you, and believe me, I would, I'm not gonna waste my time with you bozos. I got a tick to look after until its ambassadors arrive.", Trumbipulor spoke.

"Wait. The ambassadors of the Great one? You know them?", Emily asked.

"And work for them?", Ben asked.

"Eh, not exactly, but I will get paid once I completed my debt to them.", Trumbipulor replied just before the ground shook a bit, knocking Emily to the ground first before Ben fell down on top of her back.

"Well, I guess I need to get used to this body.", Emily admitted before Ben spoke.

"Yeah, you're not the only one.", Ben spoke before Trumbipulor spoke.

"Unfortunately, neither of you have the time, and soon, neither of you will have the place either.", Trumbipulor threatened before the big shell finished cracking as the Earth quaked and began to shed itself, revealing a sort of creature with dark blue legs, four blue sacs, two on each side, and five tentacles in the mouth as it landed in the ground, disgusting Emily.

"Ugh!", Emily said as she stuck her tongue out.

"Beautiful, isn't it? Now, then. Go do your usual business.", Trumbipulor commanded the tick before it then moved forward and stuck itself on the ground by pushing his legs down ward and then slamming his mouth down to begin consuming the nutrients before its sacs then secreted a sort of stinky aroma.

"Whew! And quite aromatic!", Dave exclaimed as both he, Emily, and Gwen covered their noses and swept the nasty air away.

"I just thought that was Ben not taking a shower for three days.", Gwen guessed before Ben stated otherwise.

"Four, and counting.", Ben responded, peeving Emily a bit as she gave a light, frustrated growl.

"Enough talk! The ambassadors are here.", Trumbipulor spoke before the Ambassadors' ship arrived, revealing three aliens as the hangar opened. One alien ambassador was what seemed like a human-sized Galvan with blue eyes and small, square-shaped pupils, while the executioner appeared to be a buff version of Stinkfly, only without the wings, with the gruff chin, and carries an energy axe, and the third alien was a bit smaller, and appeared to be the same race as the leader, but with orange eyes and six arms.

"Rejoice. He's arrived in all his glorious glory.", the leader spoke, puzzling Emily.

"Uh, 'glorious glory'? That kinda sounds alliteratively redundant, doesn't it?", asked Emily as the three alien ambassadors moved in with their disc-like hover pods and went to Trumbipulor while the second went over to him.

"I await his proclamation.", the alien translator spoke before putting his head on the big tick, puzzling Max as Emily turned to them.

"You're the ambassadors, aren't you?", Emily guessed before they spoke.

"Relax. We come in peace.", the leader assured.

"Well, after what a certain someone told me, it's obvious we have very different ideas of peace.", Emily retorted.

"Yep. That's what they all say, right before they blow you to bits!", Gwen added.

Then, the executioner spoke.

"Mmm. An earthling with attitude. I've heard they exist here in large numbers. Or should I say, 'did'?", asked the executioner.

"Yeah, I got the hint.", Emily responded before the leader spoke.

"And an Aburian Pelarota as well as its Earthling hybrid to boot. Their presence here must be a sign provided by the Great One. Is he not tremendous?", the leader asked before the others agreed.

"Tremendous! All hail the tremendous one!", the cult of ambassadors worshipped, clearly wierding Trumbipulor out some.

"Yeah, I don't exactly know what the deal with that cult stuff is, but, eh, you can leave me out of this one.", Trumbipulor spoke just as the executioner moved closer to Ben and Emily.

"But you two are a little far from home, aren't you?", asked the executioner.

Then, Emily answered as she pressed her hands against her belly before moving it up and bouncing it down.

"Actually, we are waaaaaay closer than you think.", Emily replied before Trumbipulor scoffed and spoke.

"Either way, eventually, there ain't gonna be nothin' to go back to anymore. That's all I can say for now.", Trumbipulor responded.

"The pachydermasapien is correct. The Great One purified your planet last week.", the executioner stated before the translator shushed him and pressed his head against the tick again.

"Everyone quiet down! He's speaking to me.", the translator spoke before Gwen eventually spoke after a moment.

"I don't hear anything.", Gwen spoke before the translator spoke.

"Only I speak his language.", the translator spoke before he got the gist of what the tick said.

"The Great One said...your planet will be purified before the next moon. You are quite lucky.", the translator spoke before the ground began to darken as does the trees.

"It sure doesn't seem like it.", Emily spoke before the leader did.

"No. It's actually quite the experience. Let me show you.", the leader spoke before the executioner complained.

"Aw, not the audiovisual thing again.", the executioner complained, causing the leader to glare at him from behind him before Emily spoke.

"Look, I hate to take sides, but the executioner's right. Besides, I'm already familiar with what you're planning to do.", Emily stated before the leader slightly snapped.

"I know! But I wish to recount it.", the leader responded before pressing a button in his head and creating a holographic display of 'the Great One's' life cycle.

"We followed the Great One, from planet to planet, galaxy to galaxy, after he paid a visit to each and every one of our planets. Notice his technique, the deep burrowing of the appendages into the core of the planet, rotting it from the inside, and then ingesting it.", the leader explained.

"And now, your so-called 'Great One' is doing the same thing to Earth.", Emily stated.

"Of course. Your cities will be laid to waste, your oceans will dry up, your mountains will crumble.", the leader spoke.

"It will be the end of the world as you know it.", the executioner spoke before the three ambassadors began chanting.

"Rejoice, rejoice, rejoice.", the ambassadors chanted.

"Honestly, I find it a little hard to rejoice when you consume the planet from the inside and then blow it up, so yeah, not gonna happen.", Emily responded before both Ben and Emily rolled toward the tick, only for the executioner to whack the both of them to different directions with Ben headed toward a bush while Emily wound up being bounced off a tree right in the air straight toward Trumbipulor as she yelled out during her descent.

"Ben!", Max exclaimed while Dave shouted "Emily!"

Then, as Gwen and Max went after Ben, Dave stayed behind for Emily.

"That's better.", the executioner spoke right before Emily landed on top of Trumbipulor's head, making him dizzy before he fell backward as Emily rolled over to her father.

"Emily. Are you okay?", asked Dave.

"Yeah, Dad. I'm okay.", Emily assured before she rolled off toward a bush with Dave following him as the translator turned to the recovering Trumbipulor.

"The Great One thanks you for your services, Trumbipulor.", the leader gratified.

"Heh. Anytime, but, uh, we're not done yet, are we?", guessed Trumbipulor.

"Correct. Once this planet is close to purification, you shall have your reward.", the leader assured.

* * *

Meanwhile, Ben ricocheted off many trees like a pinball game as Max, Gwen, Emily, and Dave caught up and tried to follow him.

"Ben!", Max called before Emily saw him headed for them from behind in her ball form.

"Look out!", Emily exclaimed before Ben accidentally knocked them over to a nearby crater as Emily followed them.

During the fall, Ben finally changed back to normal. Afterwards, Emily caught up and reverted back to humanoid form, still in her Aburian Pelarota hybrid form.

"Guys! Are you okay?", asked Emily before Ben spoke.

"Man! These watches gave us a new alien out of the blue and all it can do is roll around! Totally no fair!", Ben complained before Emily cleared her throat glaringly at Ben, making him a bit nervous.

"No offense, Emily. I don't know how you do it, though.", Ben admitted as he stood up.

"Well, first off, you need to learn how to use this alien the right way.", Emily responded as she moved her belly up and then let it bounce up and down a bit, puzzling Ben.

"Why do you always do that, Emily?" asked Ben.

"What? It feels nice to be this huge every once in a while.", Emily replied. "And second, I'd be more concerned about that big tick trying to wipe Earth off the face of the universe."

Then, suddenly, the leaves start falling off the trees, which quickly became corroded and rotten while the environment becomes bleak.

"The trees are changing.", Ben commented.

"And certainly not in a good way, I'll bet.", Emily guessed.

"We have to get back up to that hill and destroy it before it destroys everything.", Max stated before Dave agreed.

"Sounds like a plan, Maxie.", Dave concurred.

"Good idea.", Emily agreed before she turned into ball form and rolled up the hill with Ben, Gwen, Max, and Dave climbing back up only to notice vipers from the ground up with dark blue armor and purple underskin, hissing out smoke much to the group's surprise.

"Whoa! These weren't here when we rolled down the hill, were they?", asked Ben.

"No. I think we would've remembered them!", Gwen replied.

Emily had an idea as to what's going on.

"That big tick's venom must be corroding the Earth's landscape, corrupting it, even.", Emily guessed as one of the purple, dark blue-armored vipers went close to Gwen disgusting her.

"Get your slimy whatever they are away from me!", Gwen shouted, unwittingly angering it to the point where it roared and grabbed Gwen with its purple arms, scaring her.

"Oh, boy. You've really made it mad, Gwen.", Emily sighed.

"Those are some pesky crater vipers.", Dave admitted, puzzling Emily.

"'Crater vipers', Dad? Really?", asked Emily.

"What? They came up from the crater, didn't they?", Dave responded before the other crater vipers grabbed Dave, Max, Ben, and Emily.

Ben then struggled to activate his Omnitrix, but to no avail as the crater vipers then begin to sink him and the others down.

"I'm sinking!", Gwen exclaimed.

Then, Dave spoke to Ben.

"Hey, Ben! Don't you think now's a good time to use that watch of yours?", asked Dave.

Ben continued his struggle as he replied.

"I'm trying. What if I turn into something else that's useless?", worried Ben.

"Seriously?! Now's not the time to worry about it, Ben!", Emily exclaimed as she struggled to break free from the Crater Viper's grasp.

As the Crater Vipers dragged the group further down, Gwen screamed as Ben still struggled.

"Come on! Go hero!", Ben exclaimed as he gets dragged into the sand.

* * *

 **Chapter 3**

Ben managed to activate his Omnitrix, but was still being dragged into quicksand, much to Gwen's dismay.

"Come on! Go hero!", Ben shouted as he sank to the quicksand completely.

"Ben!", Gwen exclaimed.

However, Emily, having witnessed what happened, grew both upset and enraged.

"No! NOOOOOOOOO!", Emily yelled out as she finally broke free from the Crater Viper's grasp, turned into ball form and yelled out before pelting it and many others repeatedly like a pinball game, freeing Max, Gwen, and Dave from the other Crater Vipers and even catching them before landing and reverting back to humanoid form.

"Great work, Emily!", Dave exclaimed.

"Thanks!", Emily gratified as she panted.

Then, Gwen spoke to Emily.

"But what about Ben?", Gwen asked just before a green light emanated from the quicksand hole that Ben was sent to, catching Emily's attention.

"There!", Emily exclaimed before a blue-colored Lepidoptera with sky blue compound eyes and orange wings shot out and grabbed Gwen and Max before the Crater Vipers could grab them again.

"Goin' up!", Stinkfly shouted, prompting Emily and Dave to catch up.

"Uh, guys, wait for me!", Emily exclaimed before grabbing Dave and then taking off at high-speed in ball form as the crater vipers hissed in anguish.

"We really need to get you some underwing deodorant. Ugh!", Gwen complained as she covered her nose.

"Well, good thing I don't have to deal with it.", Emily spoke as she rolled on the ground behind Stinkfly, Gwen, and Max.

Then, the Crater Vipers roared as they then made a grab for Max.

"Look out!", Emily shouted to Max, only for the crater vipers to grab Max by the foot.

"Hey, no free bus passes!", Stinkfly jeered as the Crater Vipers dragged Max back and growled.

"Never was much for tug of war.", Max admitted before Emily concurred.

"Yeah. Neither am I.", Emily agreed before she then rolled over and bounced over toward the Crater Vipers, loosening its grip on Max's leg before Max kicked the tentacles off him and Stinkfly suddenly went faster than normal as a result.

However, Emily and Dave were catching up just fine.

"That was a close one!", Dave sighed.

"So, what's next?", asked Emily with a grin.

"Time to tick off a tick.", Stinkfly replied with a mischievous grin before the two groups sped off, passing by a nest of Crater Vipers, emerging from the ground and attempting to halt them, but to no avail.

"Everyone, hold on!", Stinkfly warned as he dodged several incoming Vipers while Emily pounded some on the ground as she replied back.

"Holding!", Emily shouted.

* * *

Meanwhile, the Big Tick was growing bigger as the translator felt the vibrations just before an earthquake caught the three ambassadors' attention, as well as Trumbipulor's.

"Hey! What gives?", asked Trumbipulor.

"That's what we want to know.", the executioner only replied before the leader noticed the corrupted version of Old Faithful and gave an evil grin.

"It appears part of this planet is about to be liberated.", the leader surmised.

Then, the translator went to the Big Tick and felt the vibrations.

"Yes. Yes. I understand.", the translator spoke before the executioner grew curious.

"What did he say?", asked the executioner before Trumbipulor pitched in.

"Yeah. That's what I wanna know.", Trumbipulor states before the translator replied.

"He wishes us to see the effects of his greatness and go witness his Supreme and ultimate power.", the translator responded.

Trumbipulor quickly grew peeved, if not relatable.

"Hey. That's what I'm after: ultimate power! So, you got any or not?", asked Trumbipulor.

"As I said, you will have your reward for your services, Trumbipulor, but you must be patient.", the leader spoke before the three ambassadors left with Trumbipulor mumbling.

"'You will be rewarded for your services, but you must be patient.'", Trumbipulor mocked.

* * *

Meanwhile, Max noticed that Earth is becoming more and more corrupted.

"Yellowstone's becoming more and more poisoned.", Max stated.

"Corrupted is more like it.", Dave added.

Then, there was a heartbeat like noise across the environment.

"What was that noise?", asked Gwen.

"Sounds like Old Faithful's ready to blow.", Max replied. "And I don't know what that Tick's poison could do to it when it does."

Then, Emily spoke next.

"I'm guessing it's not very good if that happens.", Emily guessed.

"One detour comin' up!", Stinkfly exclaimed before the group veered and flew over to Old Faithful.

* * *

Meanwhile, however, the leader caught a visual of Stinkfly, Gwen, and Max.

"I have visual recognition on the elderly man and prepubescent female, but what are they riding on?", puzzled the leader.

"Two tons of putrid power!", Stinkfly exclaimed before flying straight at them, only to miss as he spoke again. "Now, move it or lose it!"

"Not until we witness the eruption of the Great One's power.", the leader refused.

"You do realize not everyone can handle it, right?", Emily responded before Stinkfly spoke next.

"Sorry, dude, but that's not gonna happen! Everyone, hold on! I'm gonna goop it up!", Stinkfly warned before he then shot out green goop from his shoulders onto the corrupted geyser before flying off, much to the chagrin of the ambassadors.

Then, just as Emily, Dave, Stinkfly, Gwen, and Max regrouped, the two aliens set Gwen, Max, and Dave down safely.

"What are you doing?!", asked Max and Dave.

"Letting you off.", Stinkfly and Emily replied at the same time.

"I've been this way for almost 20 minutes and there's no telling when I'm gonna time out.", Emily pointed out before her Omni-Enhancer beeped as it flashed dark blue before a dark blue light shone brightly for a moment before Emily was now back to normal with her clothes intact.

"See? Like that.", Emily spoke before Stinkfly did so next.

"Well, this fly's flying solo!", Stinkfly added before the executioner tried to hit him with energy slices from the axe but missed before Stinkfly retaliated with his geeen goop, blinding him, and zoomed past the three ambassadors.

The executioner managed to rip the goop off him before speaking.

"Get him!", the executioner shouted before they gave chase toward Stinkfly.

Eventually, they were suddenly unable to locate Stinkfly.

"Where did he disappear to?", asked the executioner.

Then, Stinkfly flew down towards them as he spoke.

"Oh, yeah! Who's bad? Oh, yeah!", Stinkfly shouted before his Omnitrix began to tone out as it beeped and flashed red.

"Oh, no!", Stinkfly shouted before turning back to Ben.

"Help!", shouted Ben as he fell before Max took notice of it as did Emily, Gwen, and Dave.

"Ben!", Emily and Max shouted as well as Dave.

* * *

Elsewhere, Ben screamed as he fell down before grabbing onto the translator's hover pod, knocking him off and causing him to fall into a corrupted tree. Then, the ambassadors turned to Ben angrily as he tried to climb aboard the hover vehicle, but could not find the right grip for it.

"Man. Where's an instruction manual when you need it?", Ben asked as he suddenly took off, forcing the ambassadors to give chase.

"Come on.", Ben spoke before he then tried to stand up, only to lose balance a little bit before actually getting the hang of it as the ambassadors caught up and prepared to attack with an axe and a mind beam.

This prompted Ben to lift up the hover vehicle just in time for the executioner to hit the leader by accident.

"Watch it!", the leader exclaimed before he and the executioner focused on Ben and sent out energy slashed and beams and Ben, who was practically enjoying himself, and missed before they continued their assault but failed as the executioner swung, but missed before the leader shot out a few beams, all of which missed again before Ben looked down and then gave a grin.

"Coming in for a landing!", Ben exclaimed before he then went over to the corrupted Old Faithful, puzzling Gwen.

"What's he doing?", asked Gwen.

Emily, however, knew that kind of bravado anywhere. Heck, she invented it.

"If I had to guess, I'd say he's leading them into the one place they wouldn't want to be.", Emily guessed with a smirk as Ben continued his descent before stopping himself right in time and then bouncing back up, passing by the two ambassadors.

"Beep beep!", Ben exclaimed as he passed by them before the ambassadors wound up falling onto the corrupted geyser, erupting forth blue hoop as well as the similar green goo from the evolved Stinkfly, peeving them.

"Get us out!", the executioner ordered as Gwen and the others looked on with grins in their faces as Emily giggled.

"Never seen an intergalactic fender bender like that before.", Max admitted.

"You could definitely say that again, Maxie.", Dave agreed as Ben arrived.

"Anyone need a lift?", asked Ben.

"Thanks.", Emily gratified.

* * *

Later, the big tick was revealed to be bigger than before.

"It's getting bigger as it feeds.", Max noticed.

Ben then had an idea.

"Then, it's time it went on the four arms diet.", Ben stated before Trumbipulor scoffed.

"You honestly think you can put a dent on this thing? Even with your powers, you might as well be nothing but an insignificant pest to it.", Trumbipulor discouraged.

"I wouldn't be so smug if I were you.", Emily warned.

"Yeah, and what makes you say that?", Trumbipulor asked.

At that moment, Ben then activated his Omnitrix and then dialed up Four Arms before slamming it down.

During the transformation, Ben's veins bulged outward and went right to his eyes before they turned green and he opened his eyes and went around as he grew two new green eyes and two new arms, giving him a total of four as they turned red before he did a pose and grunted as he hopped forward.

After that, Four Arms then tried punching the tick, only for it to swipe him away and shoot a beam at him before he turned back into Ben, quickly, worrying Emily.

"You okay?", asked Emily as Ben stood up.

"Yeah, Emily. I'm fine.", Ben assured.

"Heh. I tried to warn him.", Trumbipulor scoffed.

Later, Ben dialed up Heatblast.

"Okay, 1 down, 9 to go.", Ben spoke before he became Heatblast and then tried to scorch it only for it to remain unscathed before dialing up to Wildmutt later and trying to scratch him severely, but to no avail as it ended with the same inefficient result.

Then, Ben tried XLR8, Diamondhead, Ghostfreak, Upgrade, Ripjaws, and 2 others before he tried to peck, pelt with crystals, scare, meld into, and bite into the tick, but no matter what, they did not work at all before Ben panted out of breath before he had to concede.

"Okay. I give. This thing's indestructible.", Ben admitted before Trumbipulor laughed.

"Ya see? What'd I tell ya? Nothing can beat that beast. It hasn't changed, and it never will.", Trumbipulor discourages, peeving Emily.

"Aw, what do you know, you big pachyderm?!", Emily exclaimed, angering Trumbipulor and worrying Dave.

"What did you just call me?!", Trumbipulor growled.

"I don't think it's a good idea to provoke Trumbipulor like that.", Dave warned as the big elephant alien stomped toward Emily, who immediately regretted that decision.

"Yeah. No kidding!", Emily agreed.

"Why, I oughta..!", Trumbipulor began as he raised his fist before the leader spoke out loud.

"That is enough! We will handle this from here. Reverse beam flow.", the leader motioned to the executioner before he then used his axe to then trap Ben, Gwen, Emily, Max, and Dave in a light pink force field.

As soon as Max swung at it, he felt it's stinging effects on his arm.

"So, I guess trying to break out of that shield is out of the question.", Emily guessed as the ambassadors closed in while Trumbipulor walked up to them.

"Heh. These guys got nothing on the head honcho. So, where do I get my ultimate power?", asked Trumbipulor before the executioner spoke.

"We are not quite through yet. But.., we are near the completion of our task, for it is time for the final purification of their planet, those five earthlings, and you along with it.", the executioner assured peeving him.

"Hey! That wasn't part of the deal!", Trumbipulor exclaimed before the executioner only handed him a stake sponge, making him droop his trunk out as Gwen turned to Emily.

"Please tell me we have a 'Plan B'.", Gwen requested, prompting Emily to look back at Trumbipulor for clues to how they can get out of this mess.

"Aw, come on! You've gotta be...", Trumbipulor began to complain before the executioner raised his axe.

"Would you rather I take your head?", the executioner threatened as his axe blade glowed before the pachydermasapien had no choice but to concede and give a slight trumpet in frustration.

"All right, fine.", Trumbipulor mumbles as Emily widened her eyes and then gave a sneaky look with a grin.

"Actually, Gwen, looks like we might have our 'Plan B', after all.", Emily assured.

* * *

 **Chapter 4**

The Earth was already decaying for the worst as the plant's withered and lightning struck, one of the bolts near Trumbipulor, causing him slight panic as he gave a slight trumpet before Ben, Gwen, Emily, Max, and Dave suddenly fell as soon as the Force field disappeared and then landed before the ambassadors approached them and the leader offered Gwen a sponge.

"What are we supposed to do with these?", asked Gwen.

"Before the great one can cleanse your planet forever, he must be cleansed.", the leader replied.

Trumbipulor knew what he meant as he was already cleaning the big tick, which was already pussing out from a couple of its holes.

"In other words, he's gotta be clean before he wipes Earth off the map of the universe.", Trumbipulor translated before Emily retorted slightly.

"Yeah, I got the hint.", Emily retorted before Ben put his foot down and tossed the sponge at the ground.

"No way. I am not scrubbing that thing's feet.", Ben refused before the executioner reacted negatively by swinging an energy slash at the group, knocking them back before Trumbipulor spoke.

"There's no way to avoid this, people. Believe me, I've tried to get out of it many times, and yet, here I am.", Trumbipulor stated.

Then, Max had a different idea as he and the others stood up and grabbed the sponges.

"Do what they say. For now.", Max suggested.

Considering the consequences, and Emily's own "Plan B", there was no reason to argue.

"Good idea.", Emily agreed.

Then, as they got to work alongside Trumbipulor, the translator was speaking with the tick.

"He says he missed us. It was not our fault, oh, great one. Please. Forgive us.", the translator requested before the ambassadors chanted.

"Forgiveness. Forgiveness. Forgiveness.", the ambassadors chanted.

Frankly, Gwen was disgusted.

"Ugh. Could this day get any nastier?", asked Gwen.

"Hey, it's better than having to watch those guys chant like that.", Emily admitted.

Trumbipulor couldn't agree more, save for one thing.

"Of course it is. It's just as good as it gets. Well, except for the little white bugs that come out of that goop.", Trumbipulor warned, puzzling Gwen and surprising Emily as she widened her eyes.

"What?", puzzled Gwen before said creatures emerged from the hoop and onto Gwen's arms, causing her to scream and try to get them off her.

"Gross! Space lice!", Gwen exclaimed as she brushed them off her arms as meanwhile, they moved around Emily, basically tickling her as she giggled and snorted, puzzling Trumbipulor.

"That's messed up. You know that?", Trumbipulor commented as Emily turned to him.

"What? They seem really playful and cute.", Emily admitted as she held one of the bugs, which behaved playfully, in her hand.

Meanwhile, the plants were decaying rather quickly as they withered.

"Looks like those plants are decaying too fast.", Dave stated.

"We're running out of time!", Max exclaimed.

"And aliens. I went everybody.", Ben added before Gwen and Emily knew better.

"Not exactly everybody.", Gwen spoke.

"Gwen's right. There's still that new guy, and Shock Rock, too. You can use either one of them.", Emily suggested before turning to Trumbipulor.

"And as for you, we're gonna bust out of here. You want in?", Emily offered before both Ben and Trumbipulor refused.

"No way! I am not turning into that ball thing again.", Ben refused.

"No way! I am not going against my masters' wishes!", Trumbipulor rebuffed before both then stated another reason at the same time.

"Plus, I don't even know if I could.", both Ben and Trumbipulor stated.

"Don't try and Earth turns into a giant cesspool.", Gwen urged.

"Or worse, it could be destroyed for good!", Emily added.

Ben then grew quite torn.

"I can understand this with Emily, Gwen, but I hate it when you're right.", Ben admitted before Trumbipulor felt the same way.

"Yeah. What he said.", Trumbipulor admitted as well before Emily reached into her pocket with her free hand as a white creature looked on from her shoulder before she got out peanuts.

"How would you feel about a snack like that?", asked Emily, surprising Trumbipulor.

"I-I don't believe this! You've got ultimate power?!", Trumbipulor exclaimed.

"Well, Apparently. I usually carry those around me to eat as a snack sometimes. Go figure. Anyway, you can have it, I guess.", Emily replied as she handed them to Trumbipulor.

"I still can't believe you were after peanuts this whole time, and you could've just asked.", Emily admitted.

"Is that what you call them? Peanuts?", asked Trumbipulor before he ate them with his trunk.

"Mmm. Roasted.", Trumbipulor critiqued just before the shell started cracking apart as pieces of the shell fell on the ground.

"And would you look at that? Just in time, too!", Trumbipulor chuckled.

"It's...shedding?", Gwen puzzled.

"More like transforming into something.", Max corrected.

The ambassadors were practically in awe over this.

"His beauty...", the leader began.

"His power...", the executioner added.

"His pus...", the translator continued before they all spoke together.

"The end is upon us!", the ambassadors shouted before Ben had no choice but to dial the new alien up.

"Here goes nothing.", Ben began before Emily activated her Omni-Enhancer.

"Don't mind if I do.", Emily spoke before both heroes pushed the dial down, starting the transformations.

For Ben's case, he grew orange armor in his back before his feet grew bigger, tearing off the shoes and theee claws on each foot before his hands became pushy and clawed as well before he then gave a proud bellow. For Emily's case, Emily's arm puffed out before the rest of her body did, making her fat, causing her to rip out all of her clothes as she also she grew orange armor and pads at the same time, although her pants was just torn at the sleeves, before a blue electrical spark emerged from the Omni-Enhancer where her belly button is. At that moment, rick-like armor with green moss on top formed all over her body, making it resemble a helmet with a precipice-like mohawk.

When the transformations were done, both Ben and Emily were excited.

"It worked!", the duo exclaimed before they fell on each other, causing Emily to giggle a bit.

"Uh, now what do I do?", asked Ben.

Emily then smirked as she stood back up.

"We give that thing the biggest stomachache ever.", Emily smirked.

"Why don't you leave that to me?", Trumbipulor suggested before he then grew as big as the tick.

"Mess with Trumbipulor, you get the tusks!", Trumbipulor exclaimed as he began fighting the tick before the ambassadors appeared.

"Destroy them all!", the leader commanded before he fired his mind beam at Max and the others only for Emily to deflect it with her armor.

"Oh, no, you don't!", Emily shouted as Max, Gwen, and Dave ran for cover.

"The scales will deflect their beams!", Max noticed before the group ran off, evading the beam as they made for the scales before the executioner attempted to strike, only for the trio to use the scales wisely, preventing them from being damaged.

Then, the ambassadors struck again, sending the group on the run before Max then used the scales to deflect the beams straight toward one of the tick's acne, causing it to squirt out acid, which scattered everywhere before it even fell toward Max, Gwen, and Dave, only to have no effect as they were shielded by the scales, at which point, the ambassadors attacked once more.

* * *

Elsewhere, Ben got up all by himself, impressing Emily, who quickly rolled over to Ben.

"Yeah!", Emily cheered just in time for both of them to notice Gwen, Max, and Dave in a pickle.

"Looks like they need some help.", Emily spoke before turning to Ben with a smirk. "Are you thinking what I'm thinking?"

"Time to rock and roll!", Ben spoke before he then began rolling into a ball as Emily explained.

"I'll deal with these guys for now. You focus on saving the others.", Emily suggested.

"You got it!", Ben agreed as he began rolling.

Then, Emily rolled into a ball, only now, thanks to her Omni-Enhancements, she now resembles a wheel at full power with blue streaks of light flowing from each side.

* * *

Meanwhile, Gwen, Max, and Dave were deflecting the beams before the leader's beam hit the rock, causing Gwen to fall off before Max caught her.

"Gotcha!", Max exclaimed.

Before the leader could shoot again, Emily ran into him, knocking him off the hover vehicle.

"Strrrrrike!", Emily shouted as the leader was sent flying before the acid began falling like rain and the structure of the ground collapsed just in time for Ben to grab Gwen, Max, and Dave and bounced a little before Emily met up with Ben, who went back into humanoid form.

"You two are like bowling balls!", Gwen complimented.

"More like cannonballs!", Ben agreed as the leader attempted to strike back, catching Emily's attention.

"Look out!", Emily shouted as she then decided to reflect the laser, nearly hitting the ambassadors and hitting the tick, catching Trumbipulor's attention.

"Heh! Thanks for the assist!", Trumbipulor grunted.

"No problem.", Emily responded as Ben held his arms in front of him just as the executioner swung his axe at Ben with an energy slash, only for it to be reflected right back at them, knocking them off their vehicles.

"Actually, make that cannonbolts!", Ben admitted before Emily can up with the idea.

"That's it! You'll be named Cannonbolt and I'll be Fatroll.", Emily suggested, puzzling Gwen and the others.

"What? It kinda suits me.", Fatroll admitted before Trumbipulor and everyone else felt a sudden quake.

"Hey! Wh-what gives with the sha-a-a-aking?!", Trumbipulor asked.

Fatroll knew what was going on.

"The tick's transformation. It's almost complete!", Fatroll guessed before the ambassadors hopped for their vehicles as the ground was splitting apart with Mac, Gwen, and Dave hopping for more stable ground as the tick's transformation was near completion.

"Let the digestion begin!", the leader cheered.

"Digest this!", Trumbipulor bellowed before he then trumpeted his trunk at the Ambassadors, knocking them out of their vehicles.

"Haha! Yes! Way to trumpet them out of those pods, Trumbipulor!", Fatroll cheered as she and Cannonbolt made their way to the tick, evading the acid before they arrived.

"The bigger they are...", Cannonbolt began before Emily finished.

"The harder they'll fall.", Fatroll finished before both rolled toward the tick, only to be bumped back and bounced right to where they started before they groaned and tried getting up.

Then, Fatroll realized something.

"Of course. If we can't take it down on the outside, we might be able to destroy it from the inside.", Fatroll suggested before the tick then began sucking up the air.

"Well, in that case, time to take this thing down from the inside out.", Cannonbolt agreed before both hopped into the air and went into ball and wheel form as they were getting sucked in.

"Say, 'aaahhhhh'!", Cannonbolt and Fatroll exclaimed as they went inside, worrying the ambassadors.

"No!", the group shouted as the executioner covered his mouth.

Inside, both Cannonbolt and Fatroll were bouncing around everywhere like a pinball game as they not only went through a heart, but also broke several bones, causing the tick to give out as both Cannonbolt and Fatroll were bouncing against each lung, causing the tick's goop to flood out.

* * *

Meanwhile, Gwen, Max, and Dave were being sucked up like a vacuum as Gwen looked back and screamed. However, the tick's shell started to crumble, puzzling the humongous Trumbipulor before the inside puffed in and out before exploding, spewing out tick goop as Max, Gwen, and Dave got the scales ready.

"Ugh, ultimate tick! It's raining tick goop!", Gwen exclaimed as they blocked most of the goop, although none of it got on them.

Trumbipulor then turned to notice that the tick was defeated.

"Heh. You know somethin'? You're all right, kids.", Trumbipulor admitted out if respect before Cannonbolt and the Omni-Enhanced Fatroll got up and she responded.

"We're not exactly kids, Trumbipulor, but thanks.", Fatroll gratified.

Then, Fatroll realized the point of Azmuth's answer.

"Huh. I guess Azmuth was spot on about me figuring something out after all.", Fatroll admitted before Cannonbolt spoke.

"Okay, now I need a shower.", Cannonbolt stated.

"Ditto.", Fatroll agreed as the translator tried to hear the tick's words but could not hear anything.

"Nothing. The great one has been silenced... forever.", the translator spoke sadly as both Cannonbolt and Fatroll scrapes the goop off of their arms.

"You both destroyed him!", the leader seethed before he and the others floated upward as they seemed angry before Fatroll growled in anticipation, only for it to lead to the unexpected.

"Hail to the new great ones!", the leader shouted as he bowed.

"Hail! Hail!", the translator shouted as he jumped up and down.

The executioner wasn't as giddy.

"Whatever.", the executioner responded.

This puzzled Fatroll.

"Huh?", Fatroll puzzled before Trumbipulor chuckled.

"Seems like you finally got their respect! Heck, you even have mine!", Trumbipulor shouted with joy as Gwen, Max, and Dave walked forward to Cannonbolt and Fatroll.

"Not too loyal, are they?", Gwen commented as the leader and translator bowed many times before Cannonbolt and Fatroll turned to Gwen and the others.

"Huh. I could get used to this.", Cannonbolt admitted before Emily spoke.

"I wouldn't.", Emily admitted before both the Omnitrix and Omni-Enhancer beeped, glowed red (for the Omnitrix) and blue (for the Omni-Enhancer), and timed out, changing them back into Ben and Emily, her normal clothes intact, much to the ambassadors' chagrins.

"That's right. I forgot: you two are just underdeveloped human specimen.", the leader commented, practically peeving Emily.

"Ouch. Tough crowd.", Emily reacted.

"Well, when you put it that way...", Ben responded before the leader and executioner left while the translator waved goodbye.

"Enjoy the rest of your day.", the translator spoke before he and the others decided to take their leave with Trumbipulor joining them after shrinking back to normal, but not before walking over to Emily.

"Hey, Emily. Thanks for giving me those peanuts.", Trumbipulor gratified.

"Aw, it was nothing. Really.", Emily shrugged with a grin before he then headed back for the ambassadors.

"Hey, fellas, wait up!", Trumbipulor shouted before he caught up and left with the ambassadors as Earth was now going back to normal.

"Actually, it looks like there'll be many days to come.", Max grinned.

"Whew! That was sure a rough adventure if you ask me!", Dave sighed.

"It looks like everything's going back to normal.", Gwen grinned as she noticed Earth returning to normal.

"Well, as normal as can be, anyway, since we're practically plumbers and all.", Emily added, considering the recent adventures.

"You got that right, Emily, 'cause nothing we ever do is normal.", Ben replied as he shook the goop off, grossing Gwen out a little.

"Nice job, Ben.", Max congratulated.

"You did some fine work out there, too, Emily.", Dave congratulated as well as he was tickling Emily by the hair.

Ben then got a little cocky.

"Yep. I'm the kid who saved the Earth.", Ben spoke, peeving Emily.

"Come on, Ben! I saved the Earth, too!", Emily growled, worrying Ben.

"Actually, _we're_ the kids who saved the Earth, as partners, as friends.", Ben corrected, pleasing Emily.

"Thanks. That's much better.", Emily grinned.

"Anyway, I think our work here is done.", Ben continued as he laid his back in the grass.

Emily, however, knew better.

"Hmm, not so fast. There's still one last thing to take care of before we finish our work for the day.", Emily warned, puzzling Ben.

"And what's that?", asked Ben.

* * *

Later, both Ben and Emily, now on the form of Waterflood, were cleaning up the Rustbucket and removing the tick goop.

"Me and my big mouth.", Ben complained.

"Don't worry, Ben. If we hurry, we'll get done much faster.", Waterflood assured before Dave pointed out a missing spot to Waterflood and Ben.

"Hey, uh, Emily, Ben, you two missed some tick goop over there.", Dave pointed out before Waterflood eagerly went over it to clean it up.

"No problem, Dad.", Waterflood responded as she sprayed water on the rest of where the tick goop is on the Rustbucket on one side, inadvertently splashing water on Ben, surprising Waterflood.

"Ah! Sorry, Ben. My bad.", Waterflood apologized.

"Oh, man!", Ben groaned as Waterflood giggled a little, earning somewhat of a grin from Ben as he shrugged while five birds passed by as Old Faithful erupted.

 **A/N: And there you have it. Frankly, the Crater vipers were actually those from "Buzz Lightyear of Star Command: The Adventure Begins", so I apologize for that. The credit for the Crater Vipers belong to the show's creators from Disney and Pixar. If you have suggestions on how I could make the next episode of Ben 10 better, or cooler, at least, please let me know. I'm open to suggestions. Have a great day, everyone. :)**


	4. Chapter 3

**A/N: Hello, everyone. Thank you for your patience. I was planning on adding "Framed", but since it's the holiday season, I decided to work on this special holiday episode instead, because why not? Also, since I watched "The Feels" as well, I decided to integrate the Weatherheads from this special episode of the Ben 10 Reboot into this special episode. I apologize if something feels a bit off. Oh, and just to avoid confusion, Grey Matter is voiced by Todd Haberkorn and Diamondhead is voiced by Roger Craig Smith. Also, I decided to introduce Overflow, voiced by Max Mittleman, while upgraded with an Omni-Enhancement of his own. Oh, and the Weather heads, Shock-O, Hail-O, and Gust-O are all voiced by Jeff Bennett this time. Anyhoo, enjoy.**

 **Ben 10 (2005) Rewrite**

 **Chapter 3**

" **Merry Christmas"**

 **Chapter 1**

At the desert, two vehicles were driving by with Dave's RV just behind the Rustbucket as they passed by a vulture, which took off from a cactus.

"We are in the middle of the middle of nowhere.", Gwen complained as they passed by a sign that said "Next Stop 100 Miles".

Inside the Rustbucket, Gwen groaned in exhaustion due to the heat as she noticed that the temperature is 180 degrees fahrenheit.

"Grandpa, can't you crank up the AC?", Ben asked in complaint.

"I'm afraid it's at maximum right now. We'll stop at the next gas station.", Max assured.

"Yeah, but the problem is, the next gas station is 100 miles away.", Emily responded.

"We'll be Grilled Cheese by then!", Ben and Gwen shouted in unison before Ben quickly had enough.

"That's it. Time to go small and get cool.", Ben spoke as he decided to take action and activated his Omnitrix.

"Yeah, I'm gonna stay out of this one.", Emily stated before Ben slammed his Omnitrix down.

After that, Ben's head then puffed out as it also turned grey before tapping his foot in the ground as it then turned into that of a galvan's and he then grinned as he was now a tiny galvan in a green suit before the transformation was complete and he then hopped across the roof before going inside the AC unit.

"Okay. Recalibrate the Freon evaporation cycle, expand the expansion valves and realign these condenser cords.", Grey Matter spoke, worrying Gwen and Emily.

"Are you sure you know what you're doing?", asked Gwen.

"Um, yeah. Last time you fiddled with something, that got us, mainly you, in trouble way more often than we should.", Emily agreed.

"Oh, ye of little faith, have a little faith in some Grey Matter, Emily. Anyway, one more second and it's Ice Cube City.", Grey Matter responded just before the AC broke down.

As a result, the Rustbucket veered just off the road and stopped, puzzling Dave.

"What the?", Dave puzzled before stopping near the Rustbucket off the road as the group ran out.

"This doesn't look good.", Grey Matter spoke as Gwen and Emily ran out coughing as did Max, who looked at Ben with a sort of frustrated look on his eyes mixed with a smile.

"Guess that didn't go as planned, huh?", Grey Matter spoke nervously.

"Did something burn up?", Dave asked as he rushed over.

"Oh, something burned up, all right.", Emily replied before the group noticed a sort of door from far away.

"What's that doing in the middle of the desert?", puzzled Grey Matter.

"That's what I like to know.", Emily responded.

"It is a bit odd. Either that, or it could be a mirage.", Dave guessed.

"Well, there's only one way to find out.", Emily sighed just before Gwen practically begged Max to check it out.

"Grandpa, can we check it out? Please?", Gwen asked.

"Sure. Don't sweat it.", Max replied with a joke before laughing.

"You did not just say that.", Emily spoke as she, Ben, and Gwen glared at him.

"Sorry. I just couldn't help myself.", Max apologized.

"Well, whaddaya day we march onward?", Dave spoke before he led the way.

* * *

A moment later, Ben, who is now back in human form, Gwen, Emily, Max, and Dave arrived near the door that somehow resembles Santa's workshop door.

"Giant toy soldiers in Death Valley?", Gwen puzzled.

"Now I definitely know that is a mirage.", Emily stated before Dave made a guess.

"Maybe it was one of those holiday theme parks here.", Dave guessed.

"Yeah. They probably packed up and left and forgot this thing.", Max agreed before a brisk winter wind blew out from the cracks of the doors, refreshing the group.

"Do you feel that cold air?", Ben asked.

"I feel it, but I still say it could be a mirage.", Emily responded before they then went ahead, opened the door, and went inside with Max and Dave following them before the door closed behind them.

Then, as soon as the light shined in the group, Max gasped in slight surprise before they pressed forward towards it before eventually finding themselves at a North Pole-like wonderland.

"What is all of this?", Max asked.

"I don't know, but it is amazing, that's for sure.", Emily replied as one of the toy soldiers' eyes peeped over to the group as it then showed someone noticing Max and Emily as he chuckled.

"Could it be? Has he finally arrived and brought his daughter along with him? Personally, I didn't think he'd even have kids. No matter. The more the merrier, I always say.", the stranger spoke as he placed his hand on a Crystal Ball.

* * *

 **Chapter 2**

Inside the wonderland, Gwen could hardly believe it.

"Snow?", Gwen puzzled with joy before Ben tossed a snowball at her and hit her by the back of her head.

"Which means one thing: Snowballs!", Ben spoke before Gwen started fighting back with snowballs in a joyful mood as they were having a short snowball fight before Emily interjected in another matter.

"You know what that also means, guys?", Emily asked before Gwen then started making a...

"Snow Angel.", Gwen spoke before Emily, who giggled, and Ben both started making them.

"Now, this is what I call chilling out.", Ben spoke.

"I wonder where they keep their snow-making machines.", Max wondered.

"Don't know, but whoever made them are definitely experts around here.", Dave replied before a snowball hit Max in the back, earning Emily's worried gasp as Ben and Gwen chuckled.

"I am warning you.", Max warned, making Ben and Gwen worried as well as Emily gulped nervously before Max turned around and changed his tube back into a happy one.

"You're messing with an old pro.", Max finished before launching it as Emily grew relieved while the snowball hit Ben and Gwen before all of the group started having fun.

* * *

Later, the group were checking the wonderland out and walking on a road with candy cane-like lampposts.

"Gotta admit. They're using some fancy special effects to keep us from seeing the village outside.", Gwen admitted.

"The whole town must be air-conditioned.", Ben guessed.

"Well, I'm not so sure that special effects are at work, but as long as it's air-conditioned, I'm not complaining.", Emily responded before they noticed elves running past them with smiles.

"Are those..?", Gwen began.

"Elves? Yeah, I think so.", Ben replied.

"But how?", Emily puzzled before Gwen chuckled.

"I wonder where they keep their reindeer around here.", Gwen spoke before she and the others turned around to notice one reindeer.

"Uh, right here.", Ben responded as the elves were loading up presents on a sled with one elf sitting on a saddle on top of a reindeer's back while the rest were passing them on and even placing a star on top of a Christmas tree.

Some of them were even riding down the sled full of presents as meanwhile, toy soldiers walked out of the store before sounding their bugles, amazing the group.

"You know, being here makes me realize that the 5 of us have never spent a Christmas all together.", Max admitted.

"Huh. You're right.", Ben realized.

"Well, Emily and I did just reunite with you about nearly two weeks ago, Max, so that's saying something.", Dave agreed.

"Our families do get pretty busy that time of year. I mean with all the holiday parties, having to shop till you drop. Vacations, you know?", Gwen concurred.

"Yeah, well, maybe that'll change one of these years, so we can all spend a nice, relaxing holiday together.", Max assured.

"Well, there's hoping.", Emily grinned.

"Yeah. Well, I'm gonna go hit the bobsled ride.", Ben spoke.

"Ice skating for me.", Gwen added before they ran off before Max chuckled.

"Well, so much for that ever happening.", Max spoke.

"I'll stay with you guys if it helps.", Emily assured.

"Why, that's awfully kind of you, Emily, but...", Dave began before she interrupted.

"But nothing. It's the least I can do for you guys around here.", Emily interrupted.

"Whoa. Talk about selfless.", Max spoke in surprise.

"You have no idea how she gets during the holidays, Max. As selfless as she is, she's even more so during the holidays.", Dave responded.

* * *

Meanwhile, Ben was riding on a bobsled and flew up from a hill, inadvertently moving in-between two elves, who quickly scattered before Ben then landed in snow with laughter as Gwen was enjoying her ice skating elsewhere near the toys and Cocoa store as Max and Dave looked outside to see how things were going along as Emily was standing behind Max in line for hot cocoa before one of the toys turned around, catching Emily's attention before she grew puzzled.

"What the?", Emily puzzled as meanwhile, someone was keeping a close eye on her and Max, let alone Dave.

"The laugh is not quite right, and it appears he's decided to shave, but it looks like it will be a perfectly perfect fit. As for her daughter, her hair shares his bright gleam on the hair, and her eyes, she has the same ones as Mrs. Claus.", the stranger spoke.

* * *

Meanwhile, as the trio went outside, a group of elves spoke up to them.

"You must come with us.", the elves spoke, puzzling Max and Dave as Emily saw them below.

"Guys? You might want to look below you.", Emily urged before the two adults looked down and spotted four elves.

"Oh, I'm-I'm sorry. I didn't see anybody around. Uh, who can I pay for the Cocoa?", Max asked as the elves began walking them over before Emily turned around and saw another elf that seemed concerned for them.

"Something really strange is going on here, but what?", Emily wondered.

* * *

Later, they were taken to a sort of workshop.

"Why did you guys take us here to Santa's workshop?", asked Emily before a stranger known as Mr. Jingles spoke up.

"I'm Mr. Jingles. I want to welcome you all to Holiday Village. I'm so happy we finally have a chance to meet, although I can understand if the missus is a bit busy.", Mr. Jingles spoke.

"Uh, okay?", Emily puzzled.

"Well, nice place you have here.", Max spoke.

"Thank you so much. I've been so worried it wouldn't meet with your approval.", Mr. Jingles thanked.

"My approval?", Max asked.

"Why, of course, Mr. Claus. Is it ok if I call you Santa?", asked Mr. Jingles.

"What?", Emily asked as she widened her eyes.

"You really think that Max over here is Santa?", Dave asked.

"I think you have me confused with someone else.", Max chuckled.

"So, just to be clear, Mr. Jingles, do you happen to know someone who can fix the air conditioner unit in the Rustbucket?", asked Dave.

"We really need to get back on the road.", Max explained.

"Oh, my gosh. Good heavens, no. You and your daughter can't go anywhere. You both belong here. I created Holiday Village just for the two of you.", Mr. Jingles replied before his shoes jingles by themselves, giving the four nearby elves a cue to wrap up magical wrapping paper around both Max and Emily, individually, of course, before they wound up in the same attire as Santa Claus as well as Emily, only it was just her size and she wasn't wearing a green undershirt, nor her red hat.

"What the? What's going on?", Emily asked.

"There. That's better.", Mr. Jingles spoke before he then pressed a button, suddenly forcing Max onto the chair and restrain his hat and hands onto the handles of the chair, earning both Emily and Dave's gasps of shock and worry.

* * *

Meanwhile, Ben and Gwen were enjoying themselves as they were biting into a large gingerbread man-like cookie.

"We really need to find Grandpa and the others.", Gwen spoke with her mouth full.

"Why? They're used to not being with us on Christmas. Bet they're having fun.", Ben replied.

* * *

Meanwhile, Ben couldn't be more wrong as Mr. Jingles even presses a similar button to bind Emily to Max's lap, surprising her before she then blushed.

"Well. This is awkward.", Emily blushed before she noticed the joystick that Mr. Jingles was using to control Max's movements and gasped.

"What are you doing with him?", asked Emily with urgency.

"I'm so sorry about the joystick controller, but I thought you might have other chores to attend to, and I need to make sure you both fulfill your responsibilities to me first. Now, may I present, your workshop, Santa.", Mr. Jingles introduced.

"I am not Santa.", Max responded.

"And I'm not even his daughter, either.", Emily added.

"Sounds like that Mr. Jingles character has a one-track mind.", Dave guessed under his breath.

"You think?", Emily concurred.

"Attention, my elves! I have the most wonderful surprise!", Mr. Jingles announced before moving the chair closer and moving Max's hand as it waved beyond Max's control before the elves cheered.

"What's your plan, Mr. Jingles?", asked Emily.

"As soon as my toys are perfect, your father'll have gifts galore to deliver. Until then, just sit and relax. Oh, and I almost forgot. Thank you so much for bringing those lovely children with you. I can always use more elves.", Mr. Jingles thanked, making Emily gasp with worry before turning to Dave.

"Dad, you have to find Ben and Gwen and warm them about what's going on.", Emily urged with a whisper.

"But what about you and Max?", asked Dave.

"We'll be fine. For the moment. I'll think of something while I'm at it. Just go.", Emily urged.

"Right. I'm on it.", Dave agreed before he ran off to warn Ben and Emily just as the same elf from before saw what was going on and went with him.

On the way, Dave saw the elf and grew puzzled.

"What the?", Dave wondered.

"Don't worry. I saw everything. I'm here to help.", the elf assured.

"And how do I know that exactly? Just who are you?", Dave asked.

"I'm Elsgood, and like I said, I'm here to help.", Elsgood introduced.

"I sure hope so.", Dave sighed.

* * *

Meanwhile, outside a winter wonderland, the robotic Weatherheads turned up and stopped near the door, which gave off a winter-like wind, before the leader spoke.

"The epicenter of outpouring emotion appears to be coming from that small, yet cleverly concealed village ahead.", Shock-O stated.

"Very peculiar. Such levels of positive emotion appear to be uncommon among large groups of humans.", Hail-O stated before scanning the village form inside, detecting not humans, but lots of elves.

"Elves or otherwise, which would be wildly puzzling if I felt any emotions. If it could be polarized to a negative emotion, the harvest could replenish our batteries.", Hail-O plotted.

"Our reserves are reaching dangerous levels.", Shock-O agreed as he noticed that the power bar had beeped and dropped from 2 to 1 out of 7 bars before Gust-O turned up and spoke.

"We should make everyone feel bad so we can collect their negative energy.", Gust-O suggested.

"He literally just said that.", Shock-O reminded.

"You promised I could say the evil plan this time.", Gust-O reprimanded.

"You got to say it last time.", Hail-O argued before Gust-O began to argue with the two alternating.

"Did not."

"Did so."

"Did...", Gust-O began before Shock-O halted the argument.

"Enough! You can start the assault on the town. Will that be satisfactory?", asked Shock-O.

"Yes.", Gust-O replied before the Weatherheads then moved in towards the door as Gust-O then fired a blast at the snowy sky, making it more cloudy in a gradual manner.

* * *

Meanwhile, in Holiday Village, Ben and Gwen were checking presents before they noticed a few things, the clouds suddenly forming in the sky as well as lightning and gusty winds, and nutcrackers marching toward them.

"Wow. Those are some major storm clouds.", Gwen spoke before Ben interjected.

"I, uh, don't think they want to sing Christmas carols.", Ben guessed as one of the nutcrackers was opening and close his mouth slowly as he went near the two cousins.

* * *

 **Chapter 3**

As the nutcrackers neared Ben and Gwen, they were suddenly pelted with ornaments before they turned around and saw an elf with Dave helping them.

"Get away from them, you oversized nutcrackers!", Dave urged.

"It's Jingles' guards! You must skedaddle!", Elsgood urged.

"Uh, what-le?", Ben puzzled.

"He must mean run!", Gwen exclaimed as they ran just as the nutcracker missed them with his sword before the wind blew the nutcrackers back while the same one that missed opened his hat before out popped a mini soldier with a horn that shot out a puff of green smoke and candy canes, which were aimed at Ben and Gwen, who quickly ran and hid behind a sleigh.

"Whoa, mega weird. First, those clouds and right now? Ninja nutcrackers. Well, it's time those wooden nutcrackers became firewood.", Ben spoke as he then activated his Omnitrix before it showed Heatblast in the dial.

"Goin' Heatblast!", Ben exclaimed before pressing it down, only to become an Omni-Enhanced version of Diamondhead, much to his bittersweet taste.

"Aw, man! Well, at least Diamondhead's all powered up, so that guy would do just as good, right?", Diamondhead sighed before one of the Ninja nutcrackers tossed the sled aside and attempted to attack only for Diamondhead to freeze the sword in place with an encasement of diamond, buying him and Gwen some time to escape as he made a diamond trail as the nutcrackers shot out candy canes, one of which that Diamondhead caught with his mouth.

"Cool. Peppermint.", Diamondhead commented before he noticed that the trail headed right towards the ice below the bridge, causing him to lose a bit of balance.

"Whoa! I-I never skated on ice before!", Diamondhead admitted.

"Really? Gee, you could've fooled me.", Gwen responded sarcastically before she and Diamondhead noticed the Weatherheads on the bridge as Shock-O fired at the lamppost light bulbs, destroying it as the shock spread to other light bulbs, destroying them as well as the residing elves panicked before Shock-O took a look at the battery level on his arm as it went up two bars.

"Excellent.", Shock-O spoke.

* * *

Meanwhile, as some elves rushed into a gingerbread house for shelter, Gust-O fired a mini tornado at it, destroying the gingerbread house before the elves ran away as Gust-O took a look at the battery level before it went up to 4 out of 7 bars as the light turned from red to green and the "Power" sign changed from red to white as the remaining elves ran towards the citadel where the clock is before Hail-O then fired hail on the bell before walking away just before Diamondhead and Gwen skated across the ice, dodging several nutcrackers before crashing through the fence and onto the snow as they dove in headfirst before a nutcracker fired candy canes right at Ben's tuchus.

"Hey, watch where you're aiming those candy canes!", Diamondhead muffled through the snow before Gwen popped out of the snow and then ran away from the line of fire before finding herself practically surrounded and responded by moving away from the sword and leap onto another before hopping off, tipping the nutcracker to the snow before jumping towards another nutcracker with a kick, knocking him back to the snow, as her foot wound up stick to it as a result before she tried to get it unstuck before Diamondhead then froze the nutcrackers in place and pulled Gwen out of the nutcracker and went up the hill with several more of them closing in as Diamondhead then picked up a pile of snowballs.

"Earth to Diamondhead, we don't have time for a snowball fight.", Gwen reminded.

"Actually, I was thinking more along the lines of a snowball battle royale.", Diamondhead replied before he then created an Omni-sword and then used it to fire snowballs as baseballs after tossing them into the air while spinning his omni-sword, hitting the nutcrackers back before they eventually wound up in a huge snowball hurtling towards the wall of the skating rink before it made contact.

"Oh, yeah! Now that's what I'm talkin' about.", Diamondhead grinned.

"I never thought I'd say this to you, but good thinking. We still have to take care of those robots, though.", Gwen urged as Diamondhead turned to see the very foes he thought he'd never see since Vilgax was last defeated.

"The Weatherheads? I'll show those robo-duds some holid-alien spirit.", Diamondhead spoke before he suddenly timed out back to Ben in a red flash.

"Oh, come on! The word play wasn't that bad.", Ben spoke before they saw the Weatherheads as they spoke.

"Our concentration of emotion could be emanating from these whimsical establishments.", Shock-O stated.

"Their annihilation will be a total bummer.", Gust-O added.

"For once, I agree with you.", Hail-O agreed before he and Gust-O fires a combined blast of hail and wind, creating a thunder snow to trap the remaining elves that were already indoors inside.

"These poor elves are trapped.", Gwen spoke with worry.

"Let us proceed.", Shock-O spoke before he and the others went forward.

Then, Dave and Elsgood spoke up.

"Nice work back there, Ben.", Dave spoke up.

"That was really spiffy.", Elsgood added.

"Spiffy? Skedaddle? Dude, don't you know English? And didn't you see those weatherheads back there?", Ben asked.

"Dude? Weatherheads?", puzzled Elsgood.

"We'll talk about this later, Elsgood.", Dave assured.

"Do you work here?", asked Gwen.

"Yes, and if you don't leave now, you will fall under the curse of the village and become one of us as well.", Elsgood warned.

"We're not going anywhere until we take care of those Weatherheads. Besides, me? An elf? Yeah, right.", Ben responded before he quickly grew pointy ears and blush marks in his cheeks as his eyes went completely green.

"Uh, Ben?", Gwen began.

"Don't look now, but you might want to check out your ears.", Dave warned.

Then, Ben noticed that his ears were now pointy and groaned in surprise before he noticed that the same thing happened to Gwen.

"Well, it looks like I'm not the only one.", Ben spoke before Gwen noticed the same problem.

"Oh, I so can't go elf. Pointy ears will never be in fashion.", Gwen groaned as she checked out her ears.

"But how come I didn't go elf?", Dave puzzled.

"You're actually quite lucky, Mr. Dave. If you're old enough, or even a robot at least, you don't fall under the village's curse.", Elsgood replied.

"I'm only 45.", Dave objected.

"We need to get Grandpa and Emily and go.", Ben urged.

"Actually, that part's not gonna be easy.", Dave warned.

"What do you mean?", Ben asked.

"As if the Weatherheads weren't bad enough, a new emergency just came up.", Dave explained.

"He's right. Mr. Jingles has them. He believes your grandfather and girlfriend are Santa Claus and his daughter.", Elsgood added, surprising Ben and Gwen.

* * *

Meanwhile, at the workshop, as a couple of presents were going down alongside the conveyor belt, Mr. Jingles spoke to Max and Emily.

"I know why you look unhappy.", Mr. Jingles spoke.

"Oh, really? I hadn't noticed.", Emily spoke sarcastically.

"You've had nothing to laugh about.", Mr. Jingles spoke before getting out a feather from his sleeve.

"Here. Let me change that.", Mr. Jungles spoke before tickling Max's nose.

"Stop. No. Heh heh... No, not that, please. No. Heh heh! Ha ha! Ho ho ho! Ho ho ho ho ho! Ho ho ho ho ho!", Max laughed, earning the elves' cheer as Emily grew worried.

"I hope Ben and Gwen got the message.", Emily hoped as meanwhile, outside, Ben, Gwen, Dave, and Elsgood noticed that the clock suddenly went from 11:00 AM to 11:00 PM.

* * *

"Whoa. What just happened?", Ben puzzled.

"Yeah, it suddenly went to nighttime in a flash.", Dave agreed.

"We're running out of time. If you don't leave soon, you'll be stuck here forever!", Elsgood warned.

"Not without Grandpa and Emily.", Gwen urged.

"If we hurry, we can get them back and make like a banana and split.", Dave agree before the wind blew harder, sending forth a top hat, causing the group to notice the Weatherheads near the toy store with a giant teddy bear outside as a few elves were cringing in fear as the top hat landed in its top at the snowy ground.

"Besides, we still have to get rid of those Weatherheads, too.", Dave added, just as Ben's Omnitrix went from red to green.

"Time to let off a little steam.", Ben spoke as he activated his Omnitrix before the transformation began with which he grew an Omnitrix symbol on his chest with two red lines at the top and two grey lines at the bottom as they merged into a suit of exoskeleton armor before his arms changed into exoskeleton arms with water on them before his whole body was covered in red exoskeleton armor with water blasters on his wrists before he went through an Omni-Enhancement as he then grew an added layer of moss-covered stone and grew blue-Energy fueled twin turbines on his shoulders, thus completing both the transformation and the Omni-Enhancement.

"Whoa! I never turned into this alien before. It looks so awesome!", Ben spoke.

"Ben, you might want to focus on those Weatherheads.", Gwen urged.

"Oh, yeah, right. Fighting bad guys first, naming aliens later. Although, just real quick here, I'm gonna name this alien 'Overflow'. From what I've seen from Emily's hybrid version of that alien, it kinda makes sense. Also, I apologize in advance for this.", Overflow spoke before he ran off into battle.

* * *

"A fuzzy creature of enormous stature. Is it meant to be terrifying or adorable?", Hail-O wondered.

"As I have no emotions, I obviously cannot tell. Destroy it to be safe.", Shock-O replied before Ben arrived.

"Leave the teddy bear alone!", Ben urged.

"You? This is not a nice surprise.", Shock-O responded.

"Step away from the toys.", Ben warned.

Your affection for these novelties is encouraging. Their destruction would be quite fulfilling if I felt emotions.", Shock-O admitted as he then fired a lightning bolt at Ben, who managed to dodge it and then fired three water balls at the Weatherheads with a spin, knocking them to the ground before he landed.

"I don't think you're getting the holiday spirit. Let me deliver it.", Ben spoke as he prepared to fire water blasts from the turbines before Gust-O then launched a mini tornado toward him, blowing him away as Shock-O then stood back up.

"If the others in this town share his devotion to these trinkets,...", Shock-O began.

"Their destruction would generate an infinite amount of power.", Gust-O finished.

"I'll go in first and scout the area.", Hail-O assured.

"Right.", Gust-O agreed.

"Now, do you understand why the Weatherheads have to be stopped?", Dave asked, earning a nod from Elsgood.

* * *

Meanwhile, the trapped elves ran away from the doorway before Hail-O burst through the door.

"The sheer amount of toys would be overwhelming if I were not an unfeeling automaton.", Hail-O admitted.

"How useless.", Shock-O concurred as he and Gust-O walked in after him.

"Agreed. These trinkets would in no way fulfill any empty longing I may have for a childhood.", Gust-O agreed.

"They will make satisfactory explosives.", Shock-O stated before using his lightning bolts in order to cause the teddy bears and even, quite by surprise, the Sumo Slammer Dojos, much to Ben's shock.

"No!", Ben shouted before getting out a water whip and grabbing the Christmas lights nearby before roping in Gust-O and pulling him outside with the Christmas lights, catching Shock-O's attention.

"I'll let the teddy bear slide, but nobody, I mean nobody, messes with my sumo slammers!", Ben angrily shouted.

"Your emotional response to the demise of these objects will.", Shock-O responded before Gwen shouted to him from above.

"Here's a holiday number. 'Silent night'!", Gwen shouted before tossing a wreath at Shock-O, trapping him as he struggled to break free and toppled over to the ground before Hail-O walked out wearing a Christmas sweater and holding a "Tickle-me Terry" teddy bear.

"Tickle-me Terry!", Hail-O spoke before he looked up and saw Shock-O and Gust-O trapped.

"Hey, Stinko! Drop the Teddy or face the freezing wrath of my...", Ben began right before he timed out back to normal, except he still had pointy ears, blush marks, and completely green eyes from before he transformed.

"Are you kidding me?", Ben spoke in frustration.

"I do not know how to kid.", Hail-O responded before firing a water blast, prompting Ben to dodge it with a roll just as it hit the ground near the top hat, inadvertently blowing it over to where it landed in the snow bottom first as meanwhile, Gwen shouted to Hail-O while tossing a snowball at him.

"Hey! Leave my dorky cousin alone and no one gets hurt!", Gwen warned before Hail-O responded with two water blasts aimed at Gwen, who managed to dodge them before falling off the store only to be quickly caught in Dave's arms.

"I got ya!", Dave assured before three snow monsters, resembling phantoms, popped up before firing snowballs at the group.

"Skedaddle!", Ben, Gwen, and Dave urged before they, and Elsgood, escaped as the snowballs hit a nearby barrel, destroying it.

Then, the group ran from the phantom snowmen right up to the entrance to Mr. Jingles' workshop before Gwen took another wreath and tossed it to the snowman, only making him look more festive as Ben glared at Gwen, who shrugged with a smile as Elsgood opened the door.

"Quick! In here!", Elsgood urged before he, Ben, Gwen, and Dave went inside as the snowballs hit the wooden door before Shock-O stood up and got the wreath off him with a grunt before speaking to Hail-O.

"They appear to be more emotionally attached to each other rather than the material things. On another note, I detect the work of something called the 'jingilator' that appears to be responsible for the joyful magic in the village, and the readings reveal the machine to be directly underneath this very building.", Shock-O stated as he pointed to the building right in front of them.

"Perhaps we should redirect our attention.", Hail-O suggested.

"Hey, I'm a holiday tree.", Gust-O grinned as he hopped over to the two Weatherheads before bursting through the Christmas lights, ripping them apart and setting himself free before explaining.

"I was just testing you guys. You passed.", Gust-O assured.

* * *

Inside the workshop, Ben spoke sarcastically to the Omnitrix before speaking to Elsgood after noticing a picture of Mr. Jingles, although he did not recognize him immediately.

"Your timing was especially great today. Who's that?", asked Ben.

"Mr. Jingles.", Elsgood replied as Gwen walked up to see a picture of Mr. Jingles and Elsgood as a boy, holding a candy cane as Mr. Jingles held a present.

"And that's you. When was that taken?", asked Gwen.

"Why, just a few days ago.", Elsgood replied.

Then, Dave asked further as she then turned back to the picture.

"In what year?", asked Dave.

"1932, of course.", Elsgood replied before the phantom snowmen began to break through the door, urging Elsgood to pull on a light, opening a trap door on the floor.

"Follow me.", Elsgood urged before hopping through the trap door, urging the trio to jump through it just before the phantom snowmen finally broke through, only to discover no one there.

* * *

Meanwhile, Ben, Gwen, Dave, and Elsgood fell through a tunnel of presents before finally falling out of it and onto a pile of presents. Then, they hit back up and saw an enormous workshop with reindeer entering through the gates one at a time.

"So, how do we get my daughter and Max back?", Dave asked.

"First, you'd have to destroy the jingilator, Mr. Jingles' Machine. It's what makes everything here magical. But the entrance to his workshop is guarded. You won't be able to get in.", Elsgood replied.

"Oh, yeah?", Gwen smirked before turning to Ben, puzzling him.

* * *

Later, as the reindeer walked forward, Ben, in the form of Wildmutt with Gwen, Dave, and Elsgood riding on him with antlers on his head, followed close behind them.

"Remember, you're a reindeer.", Gwen urged to Wildmutt before the nutcracker lowered his sword in front of Ben and the others, barring their path.

"Uh, he's from Europe.", Gwen explained with a fib before the nutcracker raised his eye and then his sword, allowing them entrance before walking forward.

"So, where is the factory now?", asked Dave.

"The factory is several levels below.", Elsgood replied before Rudolph arrived and snorted as his nose glowed, worrying the others before they turned to notice the nutcrackers charging toward them.

"Mush!", Gwen exclaimed before Wildmutt then ran off just before the nutcracker could strike, urging him and the other soldiers to take charge just as the train started leaving with Wildmutt hopping on board, along with Gwen, Elsgood, and Dave for the rude, just in the nick of time.

However, as the train entered a dark, yet short tunnel, one of the nutcrackers got onto the back of the train. As the train blew a whistle, it took aim and then fired candy canes at the group, who then ducked underneath an array of presents as cover before tossing them to the nutcracker, who tumbled over the train tracks just as two more appeared on a mine cart adjacent to the train before one of them hopped for the group, who quickly ran off before being cornered by another soldier, who stood guard as the other tried to attack, but accidentally cut the other wooden soldier in half in the process before Wildmutt hopped on top of the giant Jack-in-the-box and turned around to notice a nutcracker headed towards him before Ben knocked him away as the train choo-choo'd away before the giant jack-in-the-box opened up, sending Wildmutt, Gwen, Dave, and Elsgood flying and then falling before the jack-in-the-box could catch them, leaving them screaming as they fell down.

* * *

 **Chapter 4**

As Wildmutt, Gwen, Dave, and Elsgood fell, they eventually landed on a pile of presents just behind the elves before Gwen, Elsgood, and Dave popped out first before Wildmutt timed out and changed back to Ben before popping out as well and spitting out a sort of cat girl doll, catching Mr. Jingles' attention.

"Well, well. It looks like our new elves couldn't wait to get started, and it looks like our dear guest has returned.", Mr. Jingles grinned as two giant light-blue pandas with dark blue spots turned up behind him before speaking to Elsgood.

"And Elsgood, you know how I frown upon my Elves thinking for themselves.", Mr. Jingkes spoke, earning Elsgood's frown before Mr, Jingles then spoke.

"You're all well aware of our motto in Holiday Village.", Mr. Jingles spoke over the microphone he pulled out from his sleeve before the elves stopped working for a moment and then spoke.

"A happy elf is a busy elf.", the elves spoke before resuming their work.

After that, that was when Ben, Gwen, and Dave looked up to see Max and Emily as she waved to them with a shout.

"Ben, Dad! Over here!", Emily shouted as she waved with two arms.

"Grandpa. Emily.", Ben spoke before Mr. Jingles got out a joystick controller and used it to make Max wave to Ben, Gwen, and Dave as they knew what's going on.

"He must be controlling him.", Gwen guessed as Max waved against his will.

"More like controlling his movements.", Dave added.

"I want Emily and my Grandpa back.", Ben spoke to Mr. Jingles.

"I wish I could oblige, but it wouldn't be polite to return gifts as special as Mr. Claus and her daughter. Now, put them on the assembly line.", Mr. Jingles ordered just as Emily saw the jingilator and the conveyor belts leading to and from it, getting an idea, before the two pandas walked closer toward them and were about to grab them when Emily shouted.

"Wait!", Emily shouted, puzzling Mr. Jingles, as well as the elves and the trio.

"'Wait'? What do you mean 'wait'?", asked Mr. Jingles.

"Can my guest and I at least supervise them if they're going to be in the assembly line?", asked Emily.

"A-Are you sure? Not that I really mind heeding your request, but you do realize that once you do this, you might as well be an acting elf?", Mr. Jingles asked.

"If that's what it takes, then so be it.", Emily agreed, puzzling Ben, who looked at her in disbelief before Emily then winked her eye at Ben, giving him the impression that she has a plan as he then understood and then nodded with a grin.

"Wh-wh-why, of course. Anything for the daughter of Santa Claus.", Mr. Jingles replied before Emily stood up with a smile.

"Thanks, Mr. Jingles.", Emily thanked before she quickly grew elf ears, although they were less pointy as the other elves and more beautifully well-pointed with each side of the pointy end of each ear distributed equally, her blue eyes remained the same, and she did not gain any blush marks on her cheeks, puzzling Max.

"Emily, what are you doing?", Max asked as Emily turned to him.

"Don't worry, Max. I've got a plan.", Emily whispered to Max before she then spoke to Mr. Jingles.

"So, what am I supposed to do?", asked Emily.

"Well, you can start by supervising our latest elves and make sure they get every toy perfect. I've already hit a list for the toys and what conditions should be met in order to be truly perfect for the children.", Mr. Jingles.

"Oh, boy. This is gonna take longer than I thought.", Emily sighed as her pointy ears drooped down a little.

* * *

Later, as the clock chimed at 11:30 PM just as the jingilator puffed out pink smoke, the elves, including Ben and Gwen, were at work with Dave and Emily "supervising" them as Gwen

"Well, that snowman looks perfect enough right now.", Emily grinned.

"Thanks.", Gwen responded.

"So, what's the plan?", asked Ben.

"Well, there's a small enteryway to the jingilator over there. If one of us can get through it, we might be able to undo that machine and set everyone free.", Emily whispered as Ben picked up a Spit-up Sally doll.

"I'm Spit-Up Sally. Watch me spit up. Spit up. Spit up.", the doll spoke before spitting up on both Ben and Emily, grossing them out.

"Yeah, that's the one doll I won't be looking forward to this Christmas.", Emily spoke in reaction before Mr. Jingles turned up with fear on his face.

"How will Santa ever be able to deliver this if it's not perfect? My toys must be perfect. Everything must be perfect in Christmas. Perfect, perfect, perfect.", Mr. Jingles spoke as he handed the doll back to Ben and walked away with the panda guards following him.

"Wait. Did you guys see the look on Mr. Jingles' face? It almost looks as if he's afraid.", Emily whispered.

"Now that you mention it, he did seem a bit paranoid.", Dave agreed as Elsgood popped up carefully and pointed to the jingilator.

"That's the jingilator. Time is running out!", Elsgood shouted before hiding as a panda guard passed by and reappearing after that

"What we need is a distraction.", Ben spoke.

"Good idea, but what would be a good one to start off with?", puzzled Emily before he turned to the nearby renders not far from here and grinned.

Then, he rolled the Spit-Up Sally bear the reindeer as one bent over to its face and sniffed before the doll spat up on the reindeer, making it and the other reindeer squeal in panic, much to the panda guards' puzzlement before Ben took his cue.

"All I want for Christmas are 4 big arms.", Ben spoke as he activated his Omnitrix and was about to slam it down when the Weatherheads suddenly erupted from way above on the ceiling and descended downwards near the Jingilator.

"The Weatherheads? What are they doing here? More importantly, you fought them without me?", Emily puzzled.

"First off, it was a spur of the moment. Secondly, I think these guys are about to unleash something big.", Ben replied before the Weatherheads then combined their beams and forged a massive tornado in the factory, frightening the elves, as winds blew heavily inside and the twister began to move toward the presents.

"Well, you sure get mayhem, that's for sure.", Emily responded.

* * *

Meanwhile, Max grunted as Mr. Jingles looked through his binoculars and noticed with a gasp the chaos with the reindeer before noticing the elves running in fear and then the source of it all: the Weatherheads.

"Stop them!", Mr. Jingles shouted to his guards, who then went toward the Weatherheads only to be caught in the twister and wound up getting dragged into it.

* * *

"New plan.", Ben spoke before slamming the Omnitrix down and turning into Shock Rock in a flash of green light.

"Get everyone away from the jingilator. I'll handle the twister.", Shock Rock urged to Gwen before running towards it.

"While you do that, I'll do a little surgery myself.", Emily spoke as she activated her Omni-Enhancer and then slammed it down before her transformation began.

Then, her arms grew bigger and turned grey-blue before her skin turned the same color and she then grew smaller, about the size of a toddler, before she suddenly grew a rock-like exoskeleton with blue energy holding up the arms and legs, as well as the armor, before the transformation, and Omni-Enhancement, was complete.

"All right. Now, all I have to do is go inside that Jingilator and destroy it before the weatherheads get the chance.", Cerebrum spoke before she quickly ran on the conveyor belts and eventually arrived at the entrance to the inside before sliding down the conveyor belt inside and went up off it and onto a present, one of which was getting ready to be given the boot, literally, as the boot then went for the present, prompting her to brace herself before she was then propelled towards a present-like square with which she saw several boxes like it with which she saw a Christmas tree-like circuitry with a star on top before hopping on top of a square and saw other squares moving before she got an idea

"Okay. I see where this is going.", the Omni-Enhanced galvan hybrid grinned before jumping from square to square, the first two of which ascended while the next two just moved in different directions in a timely manner before four more squares tried to crush her, only for her to avoid those squares and even pass the two square-like walls that were closing on her and got out before it could close, allowing her to arrive near the circuitry.

"Whew! Looks like I'm here. Okay, from what I can see, the amplification of current suggests a fission of unstable and undeterminable isotopes. Shutting down power source now.", Cerebrum stated before she then touched a green pad, causing the star to shine brightly.

"Oh, boy!", Cerebrum exclaimed before creating a blue energy shield to shield herself from the explosion.

* * *

Meanwhile, Shock Rock managed to create the same energy shield around himself and the elves as the twister heard right for them, urging him to hold it in and keep it up just before the panda guards powered down and fell to the ground with a squeak just as the twister disappeared while a toy airplane and a toy bird all fell down to the ground before the jingilator exploded, much to Shock Rock and Dave's dismay as rubbles of toys were now laying on the ground near what used to be the jingilator.

"No.", Dave gasped.

"Emily,... the toys,... everything, gone.", Shock Rock sighed before Cerebrum lowered her energy shield and coughed out dust as she pushed a piece of the jingilator off her, surprising him.

"Phew! The bigger they are, the harder they fall, I always say.", Cerebrum sighed before timing out willingly and changing back to Emily, although she is still acting elf.

"Emily. You're okay.", Shock Rock grinned.

"You really had me worried for a minute.", Dave admitted as he hugged his teenage half elf daughter, who giggled.

However, Mr. Jingles sang a different tune. In fact, a frightened one, at that.

"No! I need to assure the elves Santa's still okay. Wave to them!", Mr. Jingles urged as he used the joystick, but to no avail as Max stood back up and spoke to Emily.

"Way to get it done, Emily.", Max congratulated before turning to Mr. Jingles, who was still trying, but to no avail.

"Uh-oh. It's not working.", Mr. Jingles worried before he knew what was coming next.

"Come here!", Max exclaimed as he then grabbed Mr. Jingles and pulled him up to him.

* * *

Later, everyone was near the destroyed jingilator.

"Looks like there's no sign of those Weatherheads anywhere.", Emily spoke.

"If we destroyed the machine, why are we still elves? Why is there still a curse?", Gwen asked.

"Because now nobody will ever be able to experience the joy of Christmas. You will all make me new toys. More perfect toys. Without my perfect toys, what will Santa do?", Mr. Jingles worried.

"Told ya.", Emily smirked at Shock Rock.

"Christmas isn't about giving the perfect toy. It's about the spirit in which we give. Isn't that right, kids?", the Santa look-alike asked.

"Yeah, but I bet giving me a Sumo Slammer Extreme Slamdown would make you feel really good, huh, Santa?", the childish Fulmini asked before Emily and Gwen shoved him away.

"What Ben means is being together is what Christmas is all about. Look, Mr. Jingles, we had our fair share of enemies, trust me. But I don't think you're one of them.", Emily spoke.

"She's right. You might not realize that you were doing bad things. I mean, look at the kids you've kept away from their families all these Christmases. They need to go home.", Gwen urged, shedding some light on Mr. Jingles and giving him a sense of newfound reason.

"Well, even if I wanted to give away these toys, my reindeer can't fly anymore since the jingilator is destroyed.", Mr. Jingles spoke.

"Well, I like him as much as the next guy, but who needs Rudolph the Red-Nosed Reindeer when you have Stenchbug the Sparky Alien?", Emily asked as she activated her Omni-Enhancer and then slammed it down as a blue light overcame her before revealing her to be not only a Lepidoptera human hybrid, but also an Omni-Enhanced version, at that, surprising Ben, Gwen, Dave, Max, and Mr. Jingles.

"So, what do you think?", asked Stenchbug.

"What do I think? It stinks so much it just might work!", Ben complimented.

"Thanks. And by the way, that's the alien I gave the name to.", Stenchbug grinned.

* * *

Later, the Omni-Enhanced Stenchbug was at the front of the sleigh as Max, Dave, Ben, who is still in Shock Rock form, and Gwen were in the sleigh as Mr. Jingles explained a few things.

"You adjust this dial to go wherever you want on Earth.", Mr. Jingles explained.

"So, that's how he delivers it all in one night.", Gwen realized.

"And here, I thought it was impossible.", Dave admitted himself.

"Still, I can't help but wonder what happened to the Weatherheads.", Max admitted.

* * *

Meanwhile, as the elves smiled at the new development, the Weatherheads surveyed the current scene and noticed that despite the chaos, they were still happy.

"We may have miscalculated the source of the civilian harmony.", Shock-O spoke before he looked at his battery level and noticed that it is running very low as it went from 3 bars out of 7 to 1 bar out of 7.

"This outpouring of positive emotion is draining power.", Shock-O spoke as his voice started to get slower as he was close to short-circuiting as he even fidgeted before Gust-O urged him to hold on.

"Keep it together. We are stronger than this... moving demonstration of brotherhood.", Gust-O spoke as he began to shed a tear or two.

"If you start crying, I'll start crying, and...", Hail-O began right before all three of the Weatherheads warbled violently and finally short-circuited, prompting Ben, Gwen, Max, Dave, Emily, and Mr. Jingles to turn around and notice them.

"Oh, so that's where they were.", Dave realized as one female elf walked up to the robots.

"It looks like they've short-circuited.", the elf girl spoke before Ben decided to take care of them.

"I got this.", Ben assured as he then used his hands as a sort of bulldozer and then dozed them away towards the pile of presents before hopping back on board as he dusted his hands against each other, unaware that the weatherheads are quickly activating and grew dead set on collecting negative energy.

"Well? Come on, guys. What are we waiting for? We gotta go!", Stenchbug urged excitedly before she flew up into the air as Mr. Jingles grinned while the sleigh flew up and flew out to the moon, unaware that the weatherheads managed to climb in the back of the sleigh.

Out on a Chinese-like home, as Dave was sneaking the present inside, carefully due to the heavy amount of snow in his oath, Gust-O tried to blow him away as Dave moved out of the way with a grunt as best he could, only to clear away the snow for him, making it easier for him to enter undetected.

"Hey, thanks!", Dave gratified before carefully entering the home as Gust-O warbled in confusion.

* * *

Meanwhile, a girl named Sunmin pushed her bedroom doors open before noticing a present with a name tag with her name on it.

"Christmas in Summer? Cool!", Sunmin grinned as she quickly opened the present.

* * *

Later, as the sleigh dropped presents from below, Hail-O had other ideas as he tried to ruin the holidays with some rain from his arms, only for it to actually help the flowers on the plants blossom, earning cheers from the kids at Moscow and making Hail-O warble in worry and puzzlement.

Then, later, in Africa, Shock Rock created energy-like stairs for Gwen to climb on, enabling her to climb up to the tree as Gwen brought a light-up Star with her before she heard Shock-O's voice.

"Your feeble attempts to restore happy emotions will not work.", Shock-O discouraged as Shock Rock looked on before firing a lightning bolt at the star, only to prove just enough to light it up before she placed the star on the tree, earning the childrens' ooh's.

Even Shock-O can admit one thing.

"It's beautiful.", Shock-O admitted as he gave off sparks everywhere before warbling.

"Yes, it is. Happy Holidays.", Shock Rock grinned as he held out a present in front of Shock-O before singing the Merry Christmas song.

" _We wish you a Merry Christmas_

 _We wish you a Merry Christmas_

 _We wish you a Merry Christmas_ ", Shock Rock began singing.

However, right when the heroic fulmini began signing, Shock-O began to warble even more and struggle to keep his composure, but to no avail.

"I... Ngh! Brr! Too much... emotion,", Shock-o spoke.

" _And a Happy New Year_ ", Shock Rock finished just before Shock-O began to warble twice as violently before his head sprang out, literally, as his head bounced slightly up and down as Hail-O and Gust-O helped him up and expressed hard feelings.

"You monster!", Hail-O reprimanded.

"I hope you're happy.", Gust-O spoke harshly before the Weatherheads carried Shock-O away.

"Huh. Actually, I am.", Shock Rock admitted with a smile.

* * *

Later, the sleigh made it back to Holiday Village before midnight as the clock struck 12 and began chiming before Shock Rock and Stenchbug changed back to Ben and Emily after they landed.

"Midnight. I wonder if the curse is lifted.", Gwen wondered.

"I think we're about to find out.", Emily responded before the curse began to be lifted as it changed from a winter wonderland to an exact replica of it, only less cursed as more people were shown to be visiting the place as it was apparently going back to normal.

That was when the group noticed that 4 out of 5 of the group were now back to normal as Dave was already normal to begin with.

"Grandpa! You're back to being Grandpa!", Gwen exclaimed.

"And we're back to being normal.", Ben added.

"Well, as normal as we can get, anyway, but hey. Can't argue with that.", Emily grinned.

Then, Ben ran over to the nutcracker and tapped on it, expecting a reaction, only to get none whatsoever, relieving him.

"Come on.", Emily urged as the group of five went exploring.

"Snow machines. Guess Holiday Village is normal, too.", Ben guessed as he saw one of the snow machines before moving guests and running into an old man with a few grandkids.

"Holiday Village is far from normal, young man. It happens to be quite special. Did you know I've been coming here every year since 1932?", asked the old man.

That was when Emily realized something.

"Wait a minute. Are you..?", Emily began before the kid spoke to the old man.

"Grandpa Elsgood, can we go to the Cocoa fountain?", asked the little boy.

"Ha. Skedaddle. I'll be right there, kids.", Elsgood assured before the three kids cheered.

"Yeah! All right!", the three grandchildren cheered as Ben and Gwen saw a few clues themselves.

"Elsgood?", Ben and Emily asked.

"Skedaddle?", Gwen and Dave asked before Elsgood then winked at them before walking over to where the grandkids are, earning Emily's giggle before she realized something.

"Wait. I get it now. If we broke the curse, that means that Elsgood was never trapped here in the first place.", Emily realized.

"Yeah, but what about Mr. Jingles?", asked Dave.

"This might be your answer.", Max replied before Ben, Gwen, Emily, and Dave went over to where Max is and saw a plaque along with a statue.

"'Holiday Village: Founded by Thomas Jingles, 1928. It's not what we give. It's the spirit in which it is given'.", Max read.

"Now, why does that sound familiar?", Gwen grinned as they looked up at the statue.

* * *

Later, the group of five were back on the road as the Rustbucket and Dave's RV drive by with Dave's RV driving behind the Rustbucket.

"Hey, Grandpa. About us never celebrating Christmas all together...", Ben began.

"Yes, Ben?", Max asked.

"It's cool we're doing it now.", Ben stated.

"Ben's right. But cool might be the wrong word.", Gwen agreed as she used her fan to brush the cool air in her face.

"Not for long, it isn't.", Emily interjected before she then activated her Omni-Enhancer and pressed it down before turning into Cerebrum and then fixing where Ben went wrong last time, puzzling Ben and Gwen.

"Emily? What are you doing?", puzzled Ben.

"Well, I'm just seeing where you went wrong and improving on that. That being the case, if I do it right, then that results in...", Cerebrum spoke before a surprising amount of snow suddenly puffed out from the AC unit, surprising her, Ben and Gwen as snow fell all the way and became a pile of it as the snow stopped near the area where Max was in his driving seat as Max looked back via rear view mirror and saw the results, much to his surprise.

"Well, look on the bright side, at least you can certainly cool off now.", Dave grinned as he saw some snow falling out from the windows of the Rustbucket.

Then, Cerebrum popped out from the snow and agreed.

"Well, you got that right.", the galvan hybrid grinned before she, Ben, Gwen, and Max laughed and began to sing a little as they drive away.

" _Oh, what fun it is to ride in a way too snowy sleigh_ ", Ben, Gwen, Cerebrum, Max, and Dave sang.

 **A/N: So, what did you all think about this episode? Pretty cool, right? I've decided to add in Shock Rock, who is voiced by David Kaye, if we all remember right. Also, I decided to give everyone a glimpse as to what Emily would look like as an elf. Personally, I just preferred her with normal eyes and just pointy ears only, but in a cute way. Plus, I thought it was funny how the Weatherheads conked out from a lack of negative energy in "The Feels". Feel free to check it out if you want. So, if any of you Ben 10 fans have ideas for what should happen in the next episode, which is "Framed" feel free to let me know before January 1** **st** **. In any case, have a Merry Christmas and a Happy New Year, everyone. :)**


	5. Chapter 4

**A/N: Thank you for your patience. I have finally finished this chapter for this story. Also, I decided to settle with Humongosaur, voiced by David Kaye, from the 2** **nd** **episode of the 3** **rd** **season of the Ben 10 Reboot series all while Greg Cipes voices Kevin. Enjoy. :)**

 **Ben 10 (2005) Rewrite**

 **Chapter 4**

" **Framed"**

 **Chapter 1**

In the morning, outside near the video game store, Ben, Gwen, Emily, Max, and Dave were standing in line as Gwen's patience was practically tested.

"Ugh! We've been standing in this line for two hours, and it hasn't budged an inch.", Gwen groaned.

"Probably because the store's been closed for two hours. It should be open in five minutes, though.", Emily explained.

"Emily's right. Besides, small price to pay for 'Sumo Slammer 2.1'. I'd do anything to get this game, even be seen in public with _you_.", Ben agreed as he then turned to Gwen.

"Ouch. That was touchy.", Emily responded.

"Don't you already have this stupid video game?", Gwen asked.

"Hello! This is 'Sumo Slammer 2.1'! You can change your fighter's color at any time during the match.", Ben explained.

"I guess that would explain the '.1' at the end. That's an update, isn't it?", Emily asked.

"Whoa, Emily! Since when have you been so interested in 'Sumo Slammer'?", Ben spoke in surprise.

"Since practically forever! I grew up collecting cards and playing video games whenever I could.", Emily replied.

"Man. I thought I was the only one.", Ben spoke in surprise.

"You know, there's a nice air-conditioned bookstore over there.", Max pointed.

"Maybe we could all wait inside until this line thins out a bit.", Dave suggested.

"You know, as nice as that suggestion is, I don't wanna risk losing my place in line.", Emily responded.

"Me neither. Not an option.", Ben agreed.

"It's okay, though. You guys can go ahead. We'll go get the game and meet you guys back at the RV.", Emily assured.

"All right. Suit yourself.", Dave responded before he, Max, and Gwen walked over to the bookstore.

"Want us to pick up anything for you two at the bookstore?", Max asked as he turned to them.

"I'm on summer vacation. Why would I read anything?", Ben replied.

"You can at least pick up a Sumo Slammer guidebook if you can find it. Other than that, I'm good.", Emily replied.

"Well, at least Emily wants something to read.", Dave sighed with a grin before the trio headed for the bookstore.

Later, just as Ben and Emily walked out of the store, they were practically excited.

"I can't believe we actually got it!", Ben spoke in giddy excitement.

"I know, right? Then, we could duke it out on times when we aren't fighting crime.", Emily agreed just before they noticed someone in an alleyway panicking and backing away from something.

"No. Stay back. Please! I'm warnin' ya!", the civilian begged.

"Speaking of crime...", Emily spoke.

"You can go ahead, Emily. I'll clear a few story missions so I could unlock some fighters for ya.", Ben assured.

"Thanks, Ben.", Emily thanked before she headed toward the crime scene, arriving in the alleyway.

"All right. What's going on here?", Emily asked.

"Hey, it's you. Thank goodness.", the civilian thanked before the perpetrator then lifted him up and tossed him over only for Emily to catch him.

"I got ya.", Emily assured.

"Thanks.", the civilian thanked in relief.

"Any time. I think you better get out of here for now.", Emily urged.

"Okay.", the civilian nodded before running away.

"All right, you creep. Why don't you show yourself so I can put a stop to you?", Emily goaded.

"Gladly.", a seemingly familiar voice responded, puzzling her, before stepping out of the shadows, revealing himself to be Four Arms, but with a few notable differences: first off, his skin was a bit paler in comparison to how Emily remembers him, his eyes were orange, and most notable of all, no Omnitrix symbol to be seen anywhere.

Emily knew right then and there that it wasn't really him.

"Four Arms? Wait a minute. You're not really him, are you? Who are you really?", Emily asked before the doppelgänger then scoffed with a grin.

"That's for me to know and for you to find out.", the doppelgänger replied before grabbing Emily and tossing her into the nearest dumpster, although she quickly got back up.

"Hey! Who do you think you are?!", Emily glared before the alien only responded by slamming the lid down.

"Hey! You can't do this! I have friends that are gonna kick your butt!", Emily shouted inside the dumpster.

"Oh, really? Hehe. I'd like to see them try.", the alien doppelgänger replied before walking away, but not before picking the dumpster up and moving it in closest to the store so he could mess with her later.

"Let me out! H-help!", Emily shouted as the alien doppelgänger walked further away.

Meanwhile, Max, Gwen, and Dave walked out of the bookstore.

"So, think these two've gone stir crazy in that line, yet?", asked Gwen.

Suddenly, the trio saw a sort of commotion as a few people were running out of the store before, much to their disbelief, they saw the alien doppelgänger resembling Four Arms, convinced he was Ben as the police rolled in in front of him only for the alien to pick up the car and shake it, causing it to drop two policemen.

"Uh, why is Ben going berserk and tossing around police officers?", Gwen asked.

"Good question.", Max wondered.

"One thing is definitely certain: 'stir crazy' is officially an understatement.", Dave stated before the two policemen ran away just as doppelgänger then tossed the car to he ground.

Chapter 2

A helicopter just rolled in to view the scene as the Four Arms look-alike held up a dumpster, coincidentally containing Emily inside, before grabbing a lamppost and then tossing it aside as inside the dumpster, Emily was practically in a tight spot.

"He must've snapped his cap! All this for a video game?", Gwen spoke in disbelief.

"I don't believe it.", Max concurred.

"That's a little too extreme, even for him. He never even goes anywhere without Emily ever since he met her. Speaking of, where is she?", Dave wondered.

"Come on, Emily. Think! How can you get yourself out of this mess?", Emily spoke to herself before she then thought of an idea.

"Wait. That's it. I'll just dial up Diamondgal and bust outta here.", Emily realized before she then activated her Omni-Enhancer and turned the dial and then pressed down on it just before the alien then tossed aside the dumpster, which was quickly pried open by Diamondgal, who then landed near Max, Gwen, and Dave and out of the broken dumpster's path.

"Whew! That was a close one!", Diamondgal sighed in relief.

"Emily?!", the trio spoke in shock about what could've happened to her.

"Did Ben throw you in there, Emily?", Dave spoke out of worry.

"Well, yes and no. Did that alien toss me in that dumpster? Yes. Was that alien really Ben? Nope.", Diamondgal replied.

"How can you tell?", puzzled Max as the doppelgänger then tossed a car toward the incoming police cars, one of which swerved right into the fire hydrant, which exploded and gushed out a current of water just before a S.W.A.T. Truck turned up with a sort of man, along with a few soldiers, stepping out of the truck and then speaking to the policeman.

"Lieutenant Steel, Special Alien Containment Team. We'll take it from here. Concussion bazooka!", Steel spoke as he turned to his soldiers before getting out the concussion bazooka and the battery for it.

"That doesn't look good.", Max spoke.

"Even if it isn't really Ben, I could agree with you there.", Emily concurred before she ran off to stop the doppelgänger, much to the group's concern.

"Stop right there! Don't hurt them! I'm warning you!", Diamondgal urged as she turned her arms into crystal clear blades.

"Ah! The one and only Diamondgal. Have we met before?", the doppelganger smirked.

"You're darn right we have! You trapped me in a dumpster! Who the heck does that?", Diamondgal asked before the doppelgänger realized something.

"Wait a minute. You're that girl I tossed in the trash can. Pretty funny joke, right?", the doppelgänger spoke as he then lifted up a car and aimed to toss it at her.

"It wasn't funny before and it certainly isn't funny now.", Diamondgal responded before the two S.A.C.T. soldiers fired a concussion bazooka at the doppelgänger, knocking him over to the pizza store before he was now shown to have survived it as well as carrying a pizza kiln when the smoke cleared.

"You think you're so smart, don't you? 'Oh, look at me, I'm Diamondgal. I know everything, because I'm so shiny.'", the doppelgänger mocked.

"What? That's not...", Diamondgal began.

"'Let me tell ya how to tell funny jokes in a really lame way'. Or you know what I think?", the doppelgänger continued before tossing the kiln towards a truck, much to Diamondgal's concern.

"Huh? No!", Diamondgal shouted before she quickly fired a Crystal Blast to create a sort of beam to stop the kiln before it could hit the truck, and roll it back down to the street gently enough so it won't explode before Diamondgal sighed in relief and turned back to the doppelgänger.

"You don't know nothin'! You don't know nothin'!", the doppelgänger shouted before hopping away, puzzling the group while Dave knew one thing was certain.

"Okay, now that definitely isn't Ben. He wouldn't act this aggressive.", Dave stated.

"There must be a logical explanation, right?", Max asked.

"Actually, there is. Either that alien had a really bad temper and is trying to get accustomed to Earth, or someone else is capable of transforming into aliens like Ben and I are. If that last theory is correct, then the question is: who?", Diamondgal wondered.

Later, Emily opened the door before shouting over to Ben.

"Ben! You won't believe what just happened to me! It was really bad out there!", Emily spoke as she ran inside the Rustbucket.

"What are you talking about?", Ben puzzled.

"You mean you didn't hear? Or even watch the news?", Emily asked.

"Easy, Emily. It looks like your feathers have been ruffled up a lot recently.", Dave spoke up.

"Now, I'm sure Ben has a good explanation. Don't you, Ben?", Max asked.

"Yeah. I don't know what you're talking about.", Ben only responded.

"Oh, sure. Just like you never put an empty milk bottle back in the refrigerator or you never leave the shower all gunked up or you never, ever leave the toilet seat up in the middle of the night! You never do anything wrong, do you?", Gwen interrogated before Emily only cleared her throat while Dave spoke up.

"Whoa, take it easy, Ms. Bad Cop. Ben may have done all those things, but he's not a criminal. Besides, regardless of what Ben has or hasn't done, I think he has to see what's on the news to get an idea of what went down.", Dave suggested before he then turned the TV on, showing a Four Arms doppelgänger tossing the dumpster away before it got broken by Diamondgal before it could crash into the street, surprising Ben.

"That's not me!", Ben exclaimed in response.

"I know, right?", Emily responded in agreement.

"Oh, no? I'm sure it's just some other four-armed alien going postal in front of a video game store.", Gwen retorted angrily.

"Gwen.", Max snapped slightly before Ben reflected on that possibility with Tetrax.

"It's possible. Remember when that Diamondhead alien turned out to be a good guy? In fact, all the alien species in the watch out live out in the universe somewhere.", Ben stated.

"That's true. Besides, Ben wouldn't be so irresponsible with his alien powers like that.", Max stated.

"Grandpa, please.", Gwen retorted, proving otherwise from past experience.

"Well, even if he would, he certainly wouldn't get all aggressive about it.", Dave assured.

"Thank you.", Emily spoke in exhausted relief before Ben spoke up.

"No one's gonna ruin my aliens' reputation except me.", Ben spoke before Emily concurred.

"I couldn't agree more. Guys, it looks like we got a mystery on our hands.", Emily agreed.

Later, as a truck moved away with the broken police car in tow, Ben and Emily bent down and saw a broken brick on the street before Ben picked it up before Gwen spoke up.

"Criminals always return to the scene of the crime.", Gwen suspected, making Emily irritated.

"Will you just drop it already?", Emily asked in frustration.

"Yeah. We're trying to solve a mystery here.", Ben added.

"Now, what do you expect to find that everyone else couldn't?", Max asked.

"Any kind of proof that points against the true criminal responsible for it.", Emily responded before a clattering noise was heard, prompting both Ben and Emily to turn around and spot the four-armed doppelgänger from before as he then moved back from behind the wall.

"There he is!", Ben exclaimed.

"After him!", Emily shouted before the duo then ran after him.

"Wait!", Max shouted.

Then, as the chase continued, the duo both jumped over the wall before Ben then tried to go XLR8, but with little to no success.

"Come on. XLR8.", Ben urged.

"Uh, Ben? I think it's best not to go alien unless we know exactly what we're dealing with.", Emily suggested.

Under normal circumstances, Ben would argue, but faced with the threat of him no one believing him anymore, he had to agree.

"Fine. I'll catch him myself.", Ben agreed.

"You mean _we'll_ catch him ourselves.", Emily spoke up before a bus just passed by in front of them with both of them getting exhausted before Emily spotted the doppelgänger.

"Over there!", Emily exclaimed, pointing to it before the alien then proceeded at the top before Ben gasped at the realization at where he was headed.

"The mint!", Ben realized.

"That's where he's gonna strike next.", Emily added before both turned to each other and then nodded before both ran off with Gwen, Max, and Dave not far behind, although both Max and Dave were exhausted.

"Who said retirement was relaxing?", Max panted.

"Yeah. Tell me about it.", Dave panted in agreement.

Later, inside the mint, Max, Gwen, and Dave arrived at the processing room.

"Are you sure they came in here?", Max asked before a sudden fire blast erupted, shaking the room before they caught up and saw a familiar Hearblast alien attacking the cops as he blasted the catwalk, causing it to collapse near the two cops.

Only Dave saw no badge on the alien and came to a realization of his own as he gasped while Gwen was yet again convinced that it was Ben who was attacking them.

"Okay, I was willing to give him one, but two of Ben's aliens terrorizing San Francisco? That can't be a coincidence, guys.", Gwen spoke up.

"You're half right, Gwen, but I don't think it's really Ben that we're looking at right now.", Dave stated.

"Yeah? Well, I don't care who it is. I'm stopping this right now!", Gwen exclaimed before Dave tried to stop her, but to no avail.

"Gwen!", Dave shouted.

"Yo, hothead! Back off the fireworks before somebody gets really hurt! Now, if you take responsibility for all the whack stuff you've been doing lately, I'm sure we can help you.", Gwen assured before Ben and Emily ran over to them and shouted.

"Gwen!", Ben and Emily shouted.

"Not now, dweebs! Can't you see I've gotta deal with...", Gwen began retorting, only to quickly realize that it wasn't really Ben at all as Dave said.

"Ben? So, who are you?", Gwen asked.

Then, the pyronite doppelgänger spoke to Gwen.

"Me? I'm a hottie. Can't you tell?", the Heatblast doppelgänger replied before firing at Gwen, only for Ben, who turned into Diamondhead, and Emily, who became Diamondgal once again, to step in and save Gwen from the flames of the fake Heatblast.

"Now do you believe?", Diamondgal asked before what appears to be Heatblast's evil twin ceased the blast.

"You, Dave, and Grandpa get everyone else out of here!", Diamondhead urged before firing crystals at the fake Heatblast, who only stepped back as Gwen, Max, and Dave ushered the guards out of the building as Diamondhead and Diamondgal continued fighting the imposter as they both fired blasts, but missed him.

"I don't know who you think you are, but it looks like you've been giving aliens a bad name.", Emily spoke adamantly.

"Hey. You took the words out of my mouth.", Diamondhead spoke to Diamondgal, who shrugged before the imposter spoke.

"So, why don't you cry about it, or are you gonna go run and tell on me to your Grandpa Max or that smart-mouth cousin of yours?", the imposter mocked to Diamondhead.

"What? How do you know about them?", Diamondgal asked.

"The same way I knew about you. We've met before, face-to-face.", the imposter spoke before firing a blast at the pot, destroying it and causing a pile of coins to fall on both Ben and Emily as the imposter showed himself.

"Hey! It's raining money!", the imposter joked.

"I'm not going to ask this again! Who are you?!", Diamondgal urged.

"Yeah. What she said.", Diamondhead agreed.

"You still haven't figured it out? But I guess I can understand her since we just met a few hours ago.", the imposter stated.

"What? You mean you were that imposter that wrecked the video game store a few hours ago?", Diamondgal asked.

"Correction: 'is'. Still confused? Maybe this will help.", the imposter spoke before he then changed his head into that of the original Stinkfly's head and then Diamondhead's as Diamondgal and Diamondhead gasped in shock before the imposter's head then morphed into that of the original upgrade before then stopping at a human head with black raven hair abs brown eyes, surprising the two of them as Diamondhead knew who he is.

"Kevin?", Diamondhead puzzled.

"You know this guy, Ben?", Diamondgal asked.

"Yeah. It's a really, long story.", Diamondhead replied.

Chapter 3

Diamondhead was quite puzzled about this new development.

"I don't get it. I thought you were drained of all my powers back in the subway in New York.", Diamondhead spoke.

"Wait. New York?", Diamondgal puzzled.

"That's what you get for thinking, Benji. Turns out, I absorbed enough of that weird watch energy, so I could turn into any of those aliens inside if I just concentrated hard enough.", Kevin retorted as it then showed a slight flashback of Ben and Kevin each doubling back before then showing two overlapping forms of Kevin in half-pyronite and half-tetramand forms in imperfect states before then flashing back to him.

"Wait. I remember seeing the news about the attack in New York. That was you?", Diamondgal realized as she pressed against her badge gently, causing it to glow bright blue as Kevin responded.

"Yeah, that's right, but the only problem is, I can only stay human for a short time. Your boyfriend? _He_ made me into this freak.", Kevin replied.

"Like this is my fault? Whose idea was it to drain out all the powers of the watch? Not _mine_.", Diamondhead scoffed.

"I don't care, 'cause now it's payback time, partner. Everything 50/50. I do the crime, and you'll do the time.", Kevin stated.

"You'll never get away with this.", Diamondhead warned.

"Wrong! _You'll_ never get away with this. I'm not me. I'm _you,_ remember?", Kevin retorted just before a blast shot out from the window, breaking it as the S.A.C.T. soldiers moved in with Diamondhead turning around to notice them before Kevin tried to attack from behind only for Diamondgal to cover him as she protected Diamondgal from the blast with a Crystal shield, peeving him before Diamondgal spoke up.

"What do you have to say for yourself?", Diamondgal asked.

"Heh, keep the change. You can use it to pay your bail.", Kevin responded before he then morphed into an original form of Stinkfly and spoke as his wings fluttered.

"Got to fly.", Stinkfly responded before flying away, crashing through the top of the mint as Diamondhead glared at him.

"Seems to me like you have a lot of explaining to do when this is over.", Diamondgal spoke to Ben as she pressed gently against the badge, turning the glow off before Lieutenant Steel and his men blasted their way inside and stepped inside before swarming around both Diamondhead and Diamondgal.

"Sorry, Rockhead. No unauthorized withdrawals on my watch.", Steel spoke up.

"Well, that was kind of rude.", Diamondgal commented.

"But don't you get it? The bad alien just got away. I'm the good alien.", Diamondhead responded.

"Yeah. Sure you are, just like those alien heroes all over the news nowadays. No sale. To me, you're just a walking chandelier.", Steel rejected as the soldiers prepared to fire.

"He's telling the truth, Steel. There was another alien out there that was robbing the mint, and...", Diamondgal began before Steel interrupted.

"I don't try them, kid. I just catch them.", Steel interrupted.

"So, that makes you, what? A mercenary?", Diamondgal asked.

"If I was, I'd have been working for money. Point is, we'll let the boys at Area 51 figure out who's naughty and who's nice.", Steel replied.

"What do you even have against aliens anyway?", Diamondgal asked.

"Chicago, Tallahassee, Barstow; he and his outer space pals have been keeping me real busy, but he's not getting away with it this time.", Steel replied.

"'This time'?", Diamondhead puzzled.

"Correction: Kevin's been keeping you real busy.", Diamondgal corrected.

"I don't know who you mean by 'Kevin', nor do I even care.", Steel retorted as Diamondhead readied his crystal claws before firing them at their guns, causing them to explode before he and Diamondgal ran off through the smoke with Steel relaying orders.

"Get that thing!", Steel shouted as two soldiers moved in with the two petrisapien aliens forced into hiding as he and Diamondgal hid near the printing press before a red dot began moving around on Diamondhead and stopped as Diamondgal knew what was coming.

"Look out!", Diamondgal exclaimed as she managed to pull him out of the way before Diamondgal then turned her glare at the two soldiers on the catwalk.

"All right. Since, you guys are only doing your job, I'll only give you guys a warning shot.", Diamondgal assured before she fired her own crystals near the soldiers and at the wall.

Then, Steel and the other soldiers started firing at them only for Diamondgal to create a shield to keep the lasers from hitting them before she and Diamondhead went for the ladder and climbed up as Steel looked from one side of the shield and saw them before noticing to his two soldiers to head them off. Just as Diamondhead arrived after Diamondgal, the badge started beeping and glowing red on Diamondhead's chest.

"Oh, no.", Diamondgal groaned before the duo turned to notice the soldiers and Steel surrounding them and headed toward them before Diamondgal eventually spoke to Steel, who readied his gun as the two soldiers neared them.

"Sorry, Steel, but I don't have time for this.", Diamondgal spoke before she grabbed Diamondhead's hand and then jumped off, taking Diamondhead with her before they landed on a printing press and practically went invisible as Steel saw the wreckage before one of the soldiers hid behind one side of the press.

Then, there was a brief red flash, prompting the soldier to prepare for battle, only to notice Diamondgal with Ben, back in human form as he then lowered his weapon.

"Don't hurt me! Oh. Is that monster gone?", Ben asked as a slight fib.

"If you mean the hot-headed one, then, yeah, he's gone. I'm sure Diamondhead meant well.", Diamondgal assured just before Steel walked in.

"I never thought I'd ask this, but can someone please tell me what's going on here?", Steel asked.

"What's going on is that there was one alien posing as all the other alien heroes on the news recently just like a few hours ago back at the video game store. If you still don't believe me, then at least give me 12 hours tops to find any clues that prove it to be true and you'll see for yourself.", Diamondgal negotiated.

"Who do you think you are, trying to negotiate with me?", Steel asked fiercely.

"I'm someone who's not going to let the good guys get punished for something the bad guys did, alien or otherwise.", Diamondgal responded.

That puzzled Steel as he raised his eyebrow before he then lowered his weapon.

"You have 12 hours. Nothing more. If you don't find anything useful, we'll have to bring you in.", Steel responded.

"I promise you won't regret it, Officer.", Diamondgal grinned before she then flew out of the building through the broken glass roof.

"We'll see.", Steel replied back.

Later, the soldiers escorted Ben and Emily, who was now back in human form, near the entrance to the Mint before Gwen rushed in.

"Thank goodness you found him! We were so worried! He's always wondering away. Emily may've found him this time, but we're considering getting a leash.", Gwen fibbed before Steel walked up and saw both Ben's Omnitrix and Emily's Omni-Enhancer.

"Hmm. Nice watches. Never seen anything like 'em.", Steel commented.

"Yeah. They're from, uh, Japan!", Ben fibbed as he hid the Omnitrix behind his back, puzzling Steel before the soldier spoke up.

"No sign of the alien, sir. It's like that thing disappeared into thin air.", the soldier reported.

"And I don't suppose you 5 know anything about this alien.", Steel guessed.

"Well, I do. One thing I know about him is that that alien saved my life. With great sincerity, too. If it wasn't for him, I would've been sold for ransom, or worse. Besides, have you ever considered the possibility that somehow, someway, they're being framed?", Emily asked.

"No. It hasn't crossed my mind.", Steel replied.

"Then, at least remember one other thing: reflect before you act.", Emily responded fed before she, Dave, Max, Ben, and Gwen walked out with Steel looking to one of his soldiers.

"Keep an eye on them. They know more than they're saying.", Steel spoke.

Later, Emily has just heard the whole story while Ben gave a revelation.

"So, that's what happened. Well, good thing you found your way back, or you would've been just like Kevin.", Emily stated.

"Speaking of Kevin, it was him at both the video game store and the mint. They were setups.", Ben stated.

"That would explain a lot.", Max guessed.

"I gotta tell ya, that kid's rowboat is missing a couple of paddles.", Dave commented.

"Why does that alien SWAT team guy think all aliens are bad?", Ben asked.

"Apparently, it was because of personal experience. From what Steel said, it wasn't just at the video game store and the mint, it was everywhere they could show up. First, Wildmutt terrorized Tallahassee, then Ripjaws robbed a bank in Chicago, and not to mention Ghostfreak scaring everyone in Barstow.", Emily replied as she and Gwen then showed Ben the news articles related to the matter.

"I'm gonna get blamed for all that stuff and I didn't do any of it!", Ben realized.

"Not if we have anything to say about it. We just have to find Kevin and stop him before he makes things any worse.", Emily strategized just before Kevin, posing as the original Upgrade, commandeered the cable car as it sped down with the people inside panicking.

"Well, on the bright side. We found him.", Emily spoke up next before it then showed the crowd screaming in panic inside the cable car.

"Kevin!", Ben guessed.

"The boy must've gone Upgrade to hijack that cable car.", Max guessed.

"Anything he can upgrade, I can Upgrade better.", Ben spoke as he readied the Omnitrix before pressing it down only to become Wildmutt instead, only this time, he now bears a green collar around his neck with the badge at the center of it beneath his chin this time.

"Wildmutt? Nice choice, Fido.", Gwen joked before Wildmutt gave a slight growl in response.

"Well, I would pick a different alien, but I have to keep up appearances, so...", Emily spoke as she activated her Omni-Enhancer before pressing it down and became Diamondgal once more before she and Wildmutt ran toward that cable car with Diamondgal traveling by Crystal railing as the two soldiers saw the scene before one of them spoke to Steel.

"Mobile one, Diamondgal and a wild dog alien just emerged from the RV. Now both are heading down California Street.", the soldier reported.

"Maintain visuals. I'm on my way.", Steel ordered.

Meanwhile, as a cable car conductor named Bart tried to stop it, Kevin only spoke to him in a peeved manner.

"Now, why are you doing that? We're just starting to have fun!", Kevin spoke as the rogue galvanic mechamorph broke the lever and tossed it aside as vehicles stopped before Diamondgal and Wildmutt hopped on top of them and even swung towards Kevin before they landed on top of the cable car, which then showed a circle that then turned into a circle with two lines at the top, hinting at his anger.

"Sorry, Ben. No pets allowed!", Kevin joked before setting off spikes from the top, forcing Wildmutt off the top just as Diamondgal wound up trapped by the spikes' gap, although he managed to grab hold of the side before noticing a car headed for him before moving away to avoid impact as Max and Dave caught up in their super-powered RV's.

"You know, times like these, my stock car driving experience really comes in handy.", Max stated.

Meanwhile, Diamondgal managed to cut down the spikes with her blade arms just enough for her to get out and get in the cable car with Wildmutt, which had people screaming until Diamondgal spoke up.

"Calm down, everyone! This is not the Wildmutt you knew from Tallahassee. This one is with me. We're here to stop the bad alien hijacking this cable car.", Diamondgal assured before Kevin peeped his head outward before speaking.

"Peek-a-boo!", Kevin spoke before Diamondgal readied her crystal blade arm.

"There you are!", Diamondgal shouted she then bonked him on the head with flat edge of her blade, prompting him to retaliate with a punch from below, knocking her to the ceiling before she landed and then struggled to get up.

"Oh, come on, Diamondgal. Was that supposed to cut me down to size?", Kevin joked as he lifted the seats up and tossed them toward her as a couple of passengers ran for the exit in panic.

"No. This is!", Diamondgal responded before she then cut the seats in half, preventing them from hitting her and Wildmutt.

"Sorry about the seats, Conductor!", Diamondgal apologized.

"Killjoy.", Kevin commented before he then got removed himself from the cable car and arrived outside at the top before Diamondgal then pressed her badge gently again before it only glowed again as Kevin spoke.

"Heh! Let's see. Brakes are out, heroes' trapped, and everyone's about to go for a dip in the bay. My work's done.", Kevin spoke before he then morphed into an original Stinkfly lookalike and then flew off as Wildmutt then went to the back of the cable car as Diamondgal just finished fixing the seats with a superglue-like crystal casing.

"Something tells me we won't see the last of him.", Diamondgal guessed as she pressed the badge gently again, causing the glow to fade before Max and Dave turned up in both their RV's.

"Dad! What's the plan?", Diamondgal shouted.

"Everyone! Attach the line to the bottom of the RV!", Max responded before Wildmutt looked down to see the line from the cable car.

"I'll hang back for further support!", Dave assured with a shout.

"Got it!", Diamondgal nodded as she grabbed the line and hopped off it towards the Rustbucket before she then attached the line to the bottom of the Rustbucket and spoke to Max.

"It's ready!", Diamondgal assured before Max then hit the brakes, causing the tires to screech as the cable car started slowing down with Wildmutt hanging back to make sure the line holds as the passengers braved themselves for impact before Dave shouted from behind.

"Incoming!", Dave shouted before he then shot out a grappling hook from the main engine while Max pressed a button before the hook shot out from behind and the two hooks then got magnetized to each other with enough voltage for the hooks to hold before the cable car was finally, barely, stopped to a halt, much to everyone's relief as they sighed while the passengers cheered in gratefulness.

Later, the two RV's met up next to each other in parking spaces before the whole group got it with Gwen speaking to Ben as he and Emily both emerged from behind the dumpster.

"Not bad for an alien with no thumbs.", Gwen spoke to Ben before a voice suddenly called out.

"Freeze!", Steel shouted as the shoulders cocked their guns and trained them on the whole group of five with the guns set to stun.

"One move and you're all Swiss cheese", Steel warned.

"Oh, boy. Looks like my 12 hours are up.", Emily sighed to herself.

Chapter 4

Steel had the group cornered before he spoke.

"You have three choices, tell me what you had to do with these aliens, get me Diamondgal, or get measured for your prison uniforms. It has something to do with this watch, doesn't it? Is it some kind of signal to call the aliens?", Steel interrogated.

"Actually, I can tell you that it doesn't have anything to do with signals. Another thing is, Diamondgal's right here.", Emily replied as she then readied her Omni-Enhancer, much to Dave's worry.

"Emily, no!", Dave shouted before Emily turned into Diamondgal, surprising Steel.

"You. You were the one who negotiated a deal with me earlier.", Steel spoke in surprise.

"That's right, and I intend to make good on it. In fact, with some help, I was able to get some clues.", Diamondgal assured.

"Well, go ahead. Enlighten me.", Steel requested.

"Okay. First off, the most recent attack on that cable car was actually orchestrated by the same alien posing as the other heroes I mentioned earlier. His name is Kevin, and this is how he sounded right before he left, thinking he'd won.", Diamondgal exclaimed before she then pressed the badge gently and replayed a voice recording as the blue glow on the badge glowed brighter with each vocal sound.

" _Let's see. Brakes are out, heroes' trapped, and everyone's about to go for a dip in the bay. My work's done.",_ the voice recording spoke before Emily then stopped it and then cycled through to another voice recording.

"And as if that wasn't enough, I even had a recording of that moment when Kevin was speaking with Diamondhead, who, by the way, wasn't happy with his reputation as a hero being tarnished.", Emily added before playing the second voice recording.

" _You'll never get away with this.", Diamondhead warned._

" _Wrong!_ You'll _never get away with this. I'm not me. I'm_ you _, remember?", Kevin retorted._

"And that was just before you guys burst into the mint.", Diamondgal added.

"Before we made the deal.", Steel realized.

"Exactly. And that alien who framed all of them? He's practically a mischievous shapeshifter with a bad temper. Can't miss him.", Diamondgal stated.

Then, Steel has to ask at least one question.

"What do you want from me?", Steel asked.

"Look, the only thing I want from you right now is to see the truth. The alien heroes who did good things for us back then all wore the same badge I'm wearing. If you don't see it on any alien hero, then you'll know it's Kevin doing all this, not them. That, I can promise you.", Diamondgal replied before the soldier spoke up with a report.

"Sir, we're getting reports of a crystal alien rampaging on the golden gate. It looks like it could bring down the whole bridge if it isn't stopped.", the soldier reported.

"That must be Kevin right now.", Diamondgal guessed.

"And how do we know you're not working for him?", Steel asked.

"Working for him? Why would I even consider that? He tossed me into the dumpster, man!", Diamondgal responded.

"Fair enough.", Steel spoke before speaking to his walkie talkie.

"Falcon one, pick up at my 20.", Steel ordered before finishing his order.

"The clues check out so far, so you're in the clear. But we're not done.", Steel warned before the chopper then appeared and then tossed out a rope for Steel to hang on to before he then hooked it up to his belt and held onto it as he was then lifted up before the S.A.C.T. cleared out from the area as Ben knew how much a threat Kevin is.

"Those guys don't stand a chance against Kevin.", Ben stated.

"That's why we're going to stop him.", Diamondgal assured.

Meanwhile, at the Golden Gate Bridge, Kevin, in his Petrosapien form, fired crystal shards from his hand toward the ropes, causing them to fall off with one of them falling onto the cars, earning Kevin's twisted smirk before he then fired them at the car, causing it to explode, unaware that the S.A.C.T. was headed for the Golden Gate Bridge, attracting Kevin's attention before Steel hopped off, prompting Kevin to fire the shards at the chopper's tail, causing it to go out of control.

"Oh, yeah!", Kevin shouted with triumph.

However, Steel was ready for that as he then sliced off the rope with his knife and landed in front of Kevin on the bridge.

"Lieutenant Steel. So nice to see you again.", Kevin smirked before Steel looked up and saw no badge on him just Diamondgal said.

"Diamondgal was right about you. You _are_ just an intergalactic mischievous shapeshifter posing as them.", Steel stated.

"Come on. I was hoping you wouldn't find out, but now that you did, I guess I'll just have to finish you.", Kevin groaned slightly out of frustration before he readied his crystal shards.

"Come and try.", Steel goaded before he darted toward him just as Max and Dave pulled over before Ben, Gwen, Max, and Dave walked off just as Diamondgal arrived.

"What took you so long?", Diamondgal asked.

"Ugh, just one more thing I'm gonna get blamed for.", Ben spoke in disgust.

"Not for long, it won't.", Diamondgal responded before she then turned the dial on the badge, causing it to pop open before she then pushed it down and became Omni-Enhanced.

"You're up, Ben.", Diamondgal urged before Ben nodded and hurried up with her before Ben then activated his Omnitrix and then underwent an unexpected transformation.

First, Ben's skin turned light brown and rough before he gained muscles and grew a tail with a spike at the end before he then grew bigger in height and then adopted a dinosaur-like face before the transformation was finally complete. Afterwards, Ben was surprised.

"Whoa! I've never been that alien before. I look like some kind of dino man.", Ben spoke in slight excitement with a manlier voice.

"I know. And considering that you're half as tall as a T-Rex and have a dinosaur-like face to boot, how about we call this alien, Humongosaur?", Diamondgal suggested.

"Huh. Not bad. Thanks, Emily.", Humongosaur thanked.

"You're welcome.", Diamondgal responded.

Meanwhile, Steel was just sent towards a metal wall before falling back to the ground at the top of the bridge and struggled to get back up before Kevin lifted him up and prepared to finish him with a crystal blade before Diamondgal and Humongosaur spoke up.

"Let him go, Kevin!", Diamondgal urged.

"You heard her. This is about you and me.", Humongosaur added.

"And I've got my own score to settle with you for trashing me in the dumpster when I first met you.", Diamondgal stated.

"Sounds good to me.", Kevin responded before tossing Steel toward one of the opposing ropes of the bridge, although Steel managed to get back up and assume a safer position.

"Just hang in there, Steel. We'll save you as soon as we can.", Diamondgal urged.

"Still trying to be a goody two-shoes, Ben? Diamondgal? Let me guess. You just want to help me.", Kevin guessed before he chuckled.

"No. You were beyond help the moment you started framing Ben for the crimes you've committed.", Diamondgal replied harshly.

"As harsh as that sounded, she's right. You've had plenty of chances to get help, but every time, you messed it up. This time, we settle this.", Humongosaur agreed.

"Aw, does this mean we're not best buddies anymore?", Kevin mocked before firing crystal shards at Humongosaur, who quickly hopped up and landed in front of Kevin as Diamondgal spoke.

"I'm not even sure we were best friends when we first met anyway.", Diamondgal responded before Humongosaur whacked Kevin with his spiky tail like a wrecking ball straight toward the wall, or at least near it.

"You risked all those innocent lives just to get even with me?", Humongosaur asked.

"Nobody's innocent. They just haven't had the chance to make fun of me yet.", Kevin retorted before charging toward him.

"That's no excuse to just hurt them for your own gain!", Diamondgal shouted before she forged an Omni-Sword and then charged toward him with both aliens clashing as the soldiers prepared the bazooka cannon.

"You can't do this! They're trying to help!", Gwen shouted.

"We know. And we're just following orders.", the soldier assured as he aimed the cannon at where Kevin, Humongosaur, and Diamondgal are as Humongosaur punched Kevin.

"Targets locked on, sir. Permission to fire?", another soldier spoke to Steel.

"Fire on my command only. Repeat: on my command only.", Steel urged, thinking back on the advice Emily gave her when she was human.

"We got to blow those alien freaks back into outer space!"", the same soldier who asked earlier urged.

"You really want to disobey a direct order from Steel?", asked another soldier, making him rescind his motive.

Meanwhile, Humongosaur pinched Kevin many times before lifting him up and then keeping him before Kevin landed on the ground with Humongosaur preparing to finish it before Kevin then switched into his Heatblast form and blasted him, having little to no effect of scorching him, although it did surprise him.

"Hey. That didn't even hurt.", Humongosaur spoke in awe.

"It's your thick skin. Normal fires can't touch you in that form.", Diamondgal theorized.

"Heh. Not bad. Let's test that fireproof plan out.", Humongosaur commented with a smile as Kevin then fired another blast at him, only for Humongosaur to walk right through it before charging toward him only to miss as he circled around back before Humongosaur smacked his tail against the metal plating, causing Kevin to be tossed up into the air, only for him to change into his Stinkfly form and then fly towards him, knocking him back before he then turned around and prepared to strike from behind as Humongosaur stood up and spoke.

"Hey, Kevin. FYI, Stinkfly doesn't even look like that anymore.", Humongosaur states, puzzling him.

"What?", Kevin asked in puzzlement before he suddenly reverted back to human form and then wound up getting struck by a small chest bump from Humongosaur, landing him towards the metal plating.

Then, Humongosaur walked towards Kevin as Steel looked in before Diamondgal shouted to Humongosaur.

"Ben! Don't lose sight of who you are!", Diamondgal shouted before Kevin then groaned as he turned around to see Humongosaur readying his tail before he only thrusted it near Kevin, his spikes barely touching him before moving it away, surprising Kevin.

"Heh. The tail can stay.", Humongosaur grinned, relieving Diamondgal as she sighed before Humongosaur started walking away as did Diamondgal.

"Get back here and fight, Tennyson! I wasn't done having fun with you.", Kevin grunted as he then tried to get up.

"Well, I'm done having fun.", Humongosaur responded.

"Besides, you're just not worth it. You never were.", Diamondgal added before they continued walking away, unknowingly angering Kevin before his eyes suddenly shrank and became black dots in his brown irises before he closed his eyes and began to undergo an unexpected transformation of his own.

First, Kevin's left hand then grew bigger and changed into Heatblast's hand. Then, his torso even began growing as big as a tetramand's as his left arm changed into that of Heatblast's to go along with the rest of his left hand before his legs grew bigger and then became tetramand legs as he grew the tail of a kineceleran before his back pushed outward, ripping apart his shirt before his wings sprouted out from his back. And finally, Kevin yelled out as his main skin turned red while he grew a second left eye beneath it, much to Humongosaur, Steel, Max, Gwen, and Dave's surprise as well as Diamondgal's as she gasped before Kevin then got back up, leaving Humongosaur puzzled. When Kevin noticed that he now had Diamondhead's right arm as well as Wildmutt's arms as two additional arms and Ripjaws' antenna on his head, along with Upgrade's coating on his back, he tried to change back, only to fail as he was now stuck.

"I...I can't change back! I'm stuck like this. Look at what you've done!", Kevin shouted before he then started charging toward Humongosaur.

"Oh, man. Is there anything I'm not going to get blamed for today?", Humongosaur asked.

"Well, let's at least hope it's the last.", Diamondgal responded before Kevin then charged toward him and then thrusted his fist on Humongosaur before pounding him to the wall before Humongosaur caught both arms only for Kevin to strike with his third arm before punching him, pushing him through the wall even further before grabbing him and then tossing him to the adjacent wall before Humongosaur managed to grab onto the floor.

"Ben!", Diamondgal shouted before Kevin began stepping on Humongosaur's hand.

"Whether it's just you or Diamondgal, you'll never beat me, because you're one of the good guys, and good guys never have the guts to finish guys like me.", Kevin discouraged.

"Luckily, I know someone who does.", Diamondgal responded before turning to Steel with a nod before Steel spoke next.

"And that someone's me. Fire!", Steel ordered before the soldiers then prepared to fire a blast at Kevin.

"Not bad..., Diamondgal.", Kevin scoffed.

"It's all about misdirection. But, I can't exactly take all the credit.", Diamondgal responded as she then turned to Humongosaur, who grinned before the blast was fired straight toward Kevin.

"Oh, and for the record, Kevin. My real name's Emily. Bye-bye.", Diamondgal spoke before the blast hit him, causing him to fall to the ocean.

"Not cool, Tennyson!", Kevin shouted as he fell before he then made contact with the ocean before Humongosaur then grabbed onto the ledge and then climbed back up.

"You think he could've survived that?", Humongosaur asked.

"See for yourself.", Diamondgal responded as she pointed to where Kevin fell before she and Humongosaur saw him emerge from the waters and shout to them.

"This isn't over! I'll be back! I'll be baaaack!", Kevin shouted as he eventually went underneath the bridge.

Then, Diamondgal remembered the matter with Steel.

"Steel.", Diamondgal spoke before she turned to notice him starting to fall before Humongosaur and Diamondgal went over to Steel with a big jump as quickly as they could and managed to help Steel up before he could fall down.

"See? I told you you wouldn't regret this.", Diamondgal assured.

"Color me surprised, but I didn't think I'd see the day when I was wrong.", Steel admitted before Diamondgal responded.

"Not all aliens are bad, and I'd like to believe not all S.A.C.T. soldiers are bad, Steel.", Diamondgal responded before a call came up from the walkie talkie.

"Second and third targets locked on. Permission to fire.", the soldier spoke before Steel responded.

"We got our alien. Stand down.", Steel responded before he turned back with a grin.

"Thanks, Steel.", Diamondgal thanked.

"No. Thank _you._ ", Steel responded.

"Fair enough.", Diamondgal responded with a grin before she and Humongosaur left their own way, although only Diamondgal went back for him.

"Oh. Do you want to get back down first?", Diamondgal asked.

"That would be nice. Although, I can't believe I had to get help from aliens like you.", Steel admitted.

"Well, you wouldn't be the first, so I can work with that.", Diamondgal grinned.

Later, the group was discussing things concerning their recent battle.

"How did Kevin even survive that blast and that fall?", Gwen asked.

"I know, right? But, I have a feeling we'll run into him again soon.", Emily responded before both Dave and Max pulled over, stopping the RVs upon noticing Steel and his three men in front of them before Steel walked up towards the window.

"Now, why is it you 5 are always around when aliens show up?", asked Steel before Ben hid his Omnitrix.

"Really? Is that a fact? Hmm. We hadn't noticed.", Max stated.

"Yeah. I guess it's just a coincidence. And more importantly, why didn't you tell me any of that sooner?", Steel asked to Emily as he turned to her on the adjacent RV.

"Well, we couldn't just blab it out to anyone. It'll blow our cover.", Emily replied.

"So, based on what I've just witnessed, you and your father are in a freelance operation to avert all kinds of crime, intergalactic it otherwise?", Steel asked.

"Yeah. You could say that.", Emily replied.

"I see. Maybe we'll cross paths again sometime.", Steel spoke in response.

"I'm sure we will, sir.", Emily responded.

"And as for you, drive carefully. Lots of weird stuff out there.", Steel warned.

"Yeah. You're telling us.", Ben agreed before the two RVs began driving forward carefully past Steel.

Meanwhile, Kevin has just taken refuge underneath the bridge panting before Psyphon suddenly appeared near him.

"My, my. It seems like you're quite the formidable foe. I was right to come looking for you, Osmosian.", Psyphon grinned.

"Just cut to the chase. Why are you down here?", asked Kevin.

"Master Vilgax wishes to speak with you.", Psyphon chuckled slightly as his eyes glowed red.

 **A/N: So, what did you all think? Pretty awesome, right? Now, if any of you have questions on how the next episode should go in my story, feel free to speak up. Until next time.**


	6. Chapter 5

**A/N: Hello, everyone. Thanks for waiting. I have finally finished this latest chapter for my Ben 10 story. Now, if any of you have ideas for what episode I should work on next after this one, tell me any time. Afterwards, I will work on the rest as normally in the future. In the meantime afterwards, there are stories I am currently, and will be, working on. Also, Rath would be voiced by John DiMaggio in this episode. I mean, come on. I like his voice for Rath better. I know that Dee Bradley baker's voice for him is just as good, if not funny, but still. Enjoy. :)**

 **Ben 10 (2005) Reboot**

 **Chapter 5**

" **Grudge Match"**

 **Chapter 1**

In space, a sort of spaceship was nearing Earth, which happened to be the place where the Rustbucket was tipped over with Gwen and Max recovering with Dave rushing into help them.

"I gotcha!", Dave assured as he helped Gwen and Max up while Diamondhead and Diamondgal were apparently fighting both Kevin, for Diamondhead's case, and Vilgax, for Diamondgal's, with the two petrosapiens knocked back toward a wind turbine, one for each alien, as Kevin and Vilgax stepped forward with Psyphon watching.

"You are one sorry sight, Rockhead.", Kevin insulted as Diamondhead recovered.

"First off, it's Diamondhead. Secondly, speaking of sorry sights, have you looked in the mirror lately?", Diamondhead retorted.

"It's payback time for turning me into a freak.", Kevin only growled in response.

"You did that to yourself, Kevin. You may have always been a freak before, but now? Now, it's just that the ugly is also on the outside.", Diamondhead responded.

"And you. What are you doing here? And why did you even recruit Kevin anyway?", Diamondgal asked.

"What I saw was wasted potential.", Vilgax responded briefly.

"You two can diss me all you want. I'm still 10 times better than you. I've got all your powers, plus my own! I'm Kevin 11!", Kevin added before he fired petrosapien shards at Diamondhead, only for one of them to get caught while the rest break apart upon contact with Diamondhead.

"Yeah, well, it's too bad each one of those is only a tenth as powerful as mine.", Diamondhead spoke as he broke the shard into pieces before stepping forward only for Kevin to spray a Lepidopteran goo at Diamondhead from his mouth, blinding him in the face.

"Ew. Gwen's right, that stuff is gross.", Diamondhead commented.

Then, just as Kevin started flying toward Diamondhead before picking him up, Diamondgal noticed it.

"Ben!", Diamondgal shouted before she then raised the crystals from the ground, distracting Vilgax just enough for Diamondgal to make a break for it and help Ben as she ran while Vilgax growled.

* * *

Meanwhile, Kevin smirked before he tossed Diamondhead toward a wind turbine, knocking it down just as Diamondgal arrived to help Ben get down safely via crystalline fun slide, mich to Kevin's bewilderment.

"Phew. Thanks for the save, Emily.", Diamondhead sighed.

"You're welcome.", Diamondgal responded.

"On the plus side, I did get something that might come in handy.", Diamondhead spoke as he then prepared to use the spinning blades from the broken wind turbine and tossed it toward Kevin like a shuriken, knocking Kevin to the ground before the spinning blades landed as well.

However, Vilgax had already made it down the Crystal before he stepped forward to join Kevin as the two dips glared at each other before charging toward each other as Psyphon noticed a sort of red beam projecting downward.

"Master! Look o...", Psyphon began as he rushed over to them only for him, Ben, Emily, Kevin, and Vilgax to get caught in a red beam before they vanished with the beam ceasing and leaving naught but smoke before Gwen and Max got out with Dave's help and noticed that neither Ben, Emily, Kevin, not Vilgax we're anywhere to be found.

"Ben?", Gwen asked.

"Where'd they go?", Dave wondered.

* * *

 **Chapter 2**

In the dark, a red light suddenly glowed in the dark before it then turned into a big, red circle glowing from the bottom before both Diamondhead and Diamondgal emerged and then suddenly landed on the ground, puzzling them.

"Huh? Okay, what just happened?", Diamondhead asked.

"Never mind that. Where are we?", Diamondgal asked before a spotlight shone on them from above.

"Presenting our new challengers from Planet Earth!", the announcer spoke before the main lights for a sort of arena turned on.

"Wait. 'Challengers'?", Diamondgal puzzled as they looked around in opposite directions before Diamondgal took notice of the opponent charging toward them.

"Ben! Over there!", Diamondgal shouted, pointing to the opponent rolling toward them before it suddenly stopped and then stood up, revealed to be a 7-8 foot robot with one big yellow eye.

"Hey, hey, hey. Easy there, big guy. W-Why don't you just take a chill pill so we can talk this out?", Diamondhead suggested before the robot took no heed and then deployed its knife-like blades from the back of its arms and then swung at Diamondhead and Diamondgal before it missed both of them.

"Okay. Guess talking's not your thing.", Diamondhead spoke before the robot then tried to cut him again, but this time, Diamondhead stopped the blades by grabbing them and holding them as his feet were scraping against the ground.

However, the robot quickly got out two more blades, one from each shoulder Diamondhead ducked twice, even making the blades touch each other before he broke away from the robot and ran from it just before Diamondgal then fired her shards at the robot, prompting it to turn to see her as her shards poked through the robot just enough to get its attention.

"Hey! You want me?! Come and get me!", Diamondgal shouted as she then took off with the robot chasing her.

* * *

Meanwhile, on another side of the arena, Kevin and Vilgax were fighting a similar robot as were any imprisoned aliens.

Back to Diamondhead and Diamondgal, they both fired their shards, making it somewhat difficult to keep up as while the rest were reflected, one shard broke through the arm holding the blade, leaving only three left as two of them were used to cut Diamondhead with some success as he blocked it.

"Okay, bud. That's it. Time to play can opener.", Diamondhead spoke as he then elongated his arm into a blade as Diamondgal did the same before they dodged a sword strike from the robot before he cut the legs while Diamondgal cut the blades off, causing the robot to rip over and the crowd to cheer loudly, puzzling Diamondhead and Diamondgal.

* * *

Meanwhile, a sort of unknown alien was watching from the monitors.

"These two have spirit.", the alien stated.

Elsewhere, Kevin and Vilgax were fighting a similar drone.

"You want a piece of me? I eat wimps like you for breakfast.", Kevin goaded before he then jumped on top of the robot and then opened his mouth, revealing it to be similar to Ripjaws', before then biting off the eye off the robot, leaving g naught but sparks on it as it crashed onto the wall and then proceed forward as Kevin then spat the mechanical eye out.

"You want some more?", Kevin asked as he then went toward him before Vilgax took over and then used his tentacles to grab the machine and literally tear its mechanical limbs apart, including the blade, one of which Vilgax picked up and then tossed toward the robot, causing it to burst in flames before the crowd cheered with Kevin chuckling as he reveled in such praise while Vilgax only grumbled, not having much interest in praise from the spectators watching underground fights such as this. Little did they know that an unknown alien was keeping tabs on them as well.

"Sadistic, cruel, merciless. True gladiator material. I did not think that I would meet Vilgax in person, yet here they are.", the alien spoke before he then turned back to the monitor showing Diamondhead and Diamondgal, one of which started to time out before a red light enveloped him and then changed him back to Ben, who then backed away as the robot landed in front of him, earning the crowd's gasp.

"This is bad.", Diamondgal spoke.

Diamondgal couldn't be more right as the robot, using its own blades as replacement legs, proceeded to attack Ben as he scampered off hurriedly.

"Did I mention that I didn't want to fight?!", Ben asked before dodging a stroke as the alien looked on in surprise.

"A human!", the alien spoke.

* * *

Meanwhile, Diamondgal noticed it going after Ben.

"Not so fast!", Diamondgal shouted before she then shot our her crystals on the ground in front of the robot and just behind Ben before raising them up, trapping the robot in place before the robot's blades broke apart and it tipped over toward Ben only to get impales by its own blade as Ben had managed to cut into it just in time before tipping it to the ground and earning the crowd's cheer as Ben panted before he and Diamondgal grew puzzled as the alien watched them.

"Resourceful. And quite the crowd pleasers. I'll make a handsome profit from those four.", the alien commented.

Then, the walls lowered before then showing Vilgax, Psyphon, and Kevin looking toward Ben and Diamondgal.

"You!", Ben and Diamondgal spoke.

"As pleasing as this arena is, what business did you have to send us here?!", Vilgax exclaimed as he fired his laser eyes at Ben and Diamondgal, one of which dodged it as Diamondgal reflected the laser toward the wall far away.

"We had nothing to do with this.", Ben responded.

"Heck, this isn't exactly a spot I'd like to be in, either.", Diamondgal added.

"If neither of you brought us here, the question is, who did?", Psyphon asked before red lights started glowing beneath them.

"I think we're about to find out.", Diamondgal spoke before she, Ben, Kevin, Vilgax, and Psyphon vanished before the red lights grew thinner until they were no longer present.

Then, the red lightsaber appeared elsewhere with two robotic samurai-like drones watching as Ben, Diamondgal, Kevin, Vilgax, and Psyphon appeared.

"Okay. I definitely do not like that.", Ben commented.

"Agreed.", Diamondgal concurred.

Then, the drones faced each team before swinging their staffs and then poking the tips at Ben first, pinning him a bit before he noticed a sort of red light on him as the drone then pressed the red light on Diamondgal next, pushing her a bit.

"Hey, easy! You don't have to get pushy.", Diamondgal reacted before another drone then placed a red light on Vilgax.

"You will not touch me!", Vilgax warned before the drone then placed a red light on Psyphon by the frill, giving him a slight pain as he grunted, and then Kevin, who brushed the arm away quickly.

"Hands off!", Kevin exclaimed before he then tried to attack the drone, who then quickly shocked Kevin, Vilgax, Psyphon, Ben, and Diamondgal quickly for a brief moment before the drones went away.

Afterwards, Diamondgal panted as a dark blue light began to flash on her badge before she timed out, seemingly consuming her in a dark blue light before it faded, revealing Emily back in human form.

"Where are we?", Ben asked before he and the others looked up from the window to see the answer: far away from the earth and just near the moon.

"Sorry I asked.", Ben stated.

"There's gotta be a way off that stupid ship and back home.", Emily spoke as she stood back up after recovering.

"This is your home now. Escape is impossible.", one alien retorted.

"We have all been taken from our native worlds and forced to fight for our lives for the entertainment of the galaxy.", another alien added.

"So, basically, it's an illegal underground fighting ring, but with prisoners and, not to mention, an intergalactic version? If I hadn't seen why that was bad exactly, I'm starting to now.", Emily responded before Kevin then angrily grabbed both Ben and Emily before pinning them against the wall.

"This is all your fault!", Kevin snapped.

"Our fault?!", Emily exclaimed.

"How can this be our fault?", Ben asked.

"I don't know. It just is.", Kevin responded.

"Anyone ever tell you about your anger issues?", Emily responded before Vilgax spoke up.

"Enough! It is neither the time or the place to squabble.", Vilgax suggested.

"I hate to say it, believe me, but I think Vilgax is right.", Emily agreed before a yellow bulb went down and then rang before the first alien prisoner spoke up.

"Mealtime.", the alien announced before the benches moved forward while the trays were set up and the ceiling panels just by the windows opened up, revealing a sort of purple organ that spews our purple slop onto the trays before the aliens then sat down, including Ben, Emily, Kevin, Vilgax, and Psyphon, before they began to eat, all except Ben and Emily, who grew disgusted from the sight of it.

"Ugh. Thanks. I had purple slop for lunch.", Ben refused.

"Thanks, but no thanks.", Emily spoke nasally before a sort of tiny, white space lice squeaked as it crawled out from the bottom of her hoodie from her jacket, catching Emily's attention before it then went over to her shoulder.

"Aw. I can't believe I forgot that you're still here.", Emily spoke to the lice before it hopped up a bit before looking up.

"You know, for a tiny space bug, you're actually kinda cute.", Emily giggled a bit.

"You two should eat before Technorg demands his offering.", the alien advised.

"And who, may I ask, is this 'Technorg'?", Vilgax asked.

Then, as if to answer, a big hulking alien was entering as steam hissed from some of the bolts on his legs as the prisoners got off and bowed to him.

"The reigning champion. You would be wise to show respect.", another alien warned.

"Good idea.", Emily agreed as she bowed before Technorg, who was shown to bare some armory, mostly for his left side with his left arm being a wrecking ball, continued his entrance as steam hissed from random parts of his torso before Ben bowed to him as well.

Then, Technorg picked up the first tray and ate the food off it as it slid into his mouth before he crushed the tray and then tossed it away before doing the same for another tray just as Kevin then maneuvered his kineceleran tail toward the third tray before he then tossed it at Technorg, leaving him unimpressed as Emily saw that and then glared at Kevin.

"Hey!", Emily exclaimed.

"Wow. Major disrespect! You gonna take that from him?", Kevin spoke as if Ben was the one who tossed it before Technorg picked Ben up, earning Emily's gasp, before moving him close to him.

"Look. I don't want to...", Ben began before steam blew in front of him and Technorg tossing Ben across the table before he hit the wall.

As mad as Emily was at the unfortunate situation, when Kevin laughed at that mishap, that was the last straw as she growled before she snapped.

"That's it! If you wanna talk about disrespect, how about the fact that you're not even bowing before the great champion? And on top of that, you even toss that tray up at his and get Ben to take the fall for it! That, my friend, goes way beyond disrespect!", Emily reprimanded.

"It'd be wise not to let anger cloud your better judgments, child.", Vilgax warned.

"YOU STAY OUT OF THIS!", Emily snapped at Vilgax before turning back to Kevin as Psyphon spoke to Vilgax.

"I had no idea that this earthing possessed such fury, Master.", Psyphon commented.

"Perhaps, but I doubt that this kind of fury comes even remotely close to one best suited for battle..", Vilgax suggested.

"I've had it with you! First, you toss me into the dumpster, and then you frame Ben for all the things you've done! You're even doing that again right now! I don't know about Technorg taking this, but I am not, I repeat, not, gonna take that kind of disrespect from you!", Emily spoke as she activated her Omni-Enhancer and then dialed up a sort of human-tiger hybrid with big claws on the backs of her hands before pressing it down.

Then, when her transformation began, Emily's arms grew orange fur as did her legs while her nails grew into claws and her feet grew, ripping her shoes off and showing that her feet are now more like the paws of a tiger before she even grew a fierce, silver unibrow while her eyes became cat-slit like as she bared her fangs and growled like an agile cheetah before the light blue glow faded, the transformation complete, astonishing Ben and the others.

"Whoa.", Ben spoke up first.

"Unexpected.", Vilgax commented.

"Let me tell you something, Kevin E. Levin! Nobody, and I mean nobody, messes with Ben like that and gets away with it!", Emily snarled before she pounced on Kevin like an angry cat and began scratching his face, causing him to give slight yells of pain, making Ben inhale sharply.

"Ooh. And that's why you shouldn't make her angry. Trust me. You wouldn't like her when she's angry.", Ben commented before Emily's space pet crawled up to Ben and squeaked, puzzling him.

"Huh?", Ben puzzled before the space bug squeaked again.

* * *

Meanwhile, the alien grew quite surprised.

"This human is full of surprises. Bring them to me.", the alien ordered.

Then, a bright red light appeared below Ben, Vilgax, Psyphon, Emily, and Kevin, the last two of which were in a practical catfight, before they reappeared in a different room before the drones tipped the fighters over, even knocking Emily off Kevin as she landed on her feet before she looked up with slight fury as she panted, her cat-slit eyes returning to normal.

"All right. Who are you?", Emily asked, still angry, but more calm this time.

"I am Slix Thigma. This is the mega cruiser. Everything on this ship belongs to me, including you and your friends.", Slix explained.

"Okay, first off, half of those guys aren't even my friends. Ben is. And secondly, I don't belong to anybody, you son of a sark!", Emily growled.

"Yikes! Language.", Kevin spoke, surprised by her anger.

"Yeah, you kinda had that one coming.", Ben responded.

"I speak, you listen.", Slix instructed.

"And why would I let myself be reduced to your slave?", Vilgax asked rhetorically.

"Presently, you don't have any choice in the matter. These eyes see everything on this ship and these hands control everything on this ship. And I have decided that your relationship will make you an entertaining team in the arena.", Slix spoke.

"Team?", Ben spoke.

Then, to prove this, the drones then bound shackles to the ferocious Emily and Ben first.

"Okay?", Emily puzzled before the shackles were bound to Vilgax and Kevin next, and then, finally, the shackles binding Kevin to Emily, much to both of their distastes.

"No! I'm not going around tied to this loser!", Kevin retorted, making Emily angry as her eyes turned into cat-slit eyes again.

"That makes two of us! Why would I wanna work with such a heartless jerk?!", Emily growled before one of the drones pressed a button and shocked all four bound to the shackles.

"Your fates are now linked. If one of you should happen to expire, the shackles will ensure the other does as well.", Slix warned.

"And why is Psyphon not linked to us?", Vilgax wondered.

"Due to your basic relationship with him, we have deduced that he is more of, shall we say, an inside man. A tactical strategist, so to speak.", Slix explained.

"Look, it's really nice that you care about me like that, but...", Ben began.

"Really? You do?", Emily puzzled.

"Yeah, and I mean, like, way more than usual, but you're gonna have to keep it cool right now.", Ben advised.

Then, Emily growled angrily a bit before taking a deep breath.

"Okay. I don't like being forced to help him, but if it'll keep us alive, I'll do it.", Emily agreed.

"Now, your next opponent awaits.", Slix spoke before they were brought to the center of the arena via bright red light.

"Oh, no. Technorg?", Emily asked.

"There's only room for one champion here. Me.", Technorg spoke.

"Oh, boy. I just hope this form can last long.", Emily sighed as she elongated her sharp claws from the backs of her hands to get ready before Technorg charged toward them.

* * *

 **Chapter 3**

Technorg was just charging toward the others, who tried to run from him in opposite directions, mostly Emily and Kevin, only to get grabbed and then pounded against the ground before he flipped up and raised his arms, pleasing the crowd.

"Nice move, moron.", Kevin jeered.

"Who are you calling moron?!", Emily snarled as she pointed her sharp claw at Kevin.

"Give it a rest, you two. This is both our problem.", Ben spoke before Technorg walked up and then grab the chain before spinning them around and then tossing them with Vilgax able to use his claws to get better support by placing them on the ground, scratching it to a stop just as Ben, Kevin, and Emily were hit against the wall.

Then, Ben stood up and spoke.

"Okay. That's it. You want a fight? Try picking on someone your own size.", Ben spoke as he activated his Omnitrix before then slamming it down with a green flash before it faded, revealing himself to be a more complete form of Emily's current alien form as he noticed himself in that state which now bore a tiger-like face with green eyes, an orange and white furred abdomen, and white hands and paws before he spoke.

"Heh. So, that must be what that alien looks like.", Ben spoke in a tough man voice.

"Great. Now, I have another kitty cat on my case.", Kevin jeered.

"Yeah, well you better hope that this kitty cat can save your back!", Ben retorted angrily.

"Yeah, you tell him, Ben!", Emily agreed.

"Enough arguing! We have a more pressing matter at hand!", Vilgax urged before he and the others noticed Technorg falling straight toward them before they moved out of the way before a sort of explosion was set off, with Kevin landing on his chest as Ben and Emily both landed on their feet.

"Phew. That was close.", Emily sighed before Technorg stepped forward from the smoke.

"You want a piece of this?!", Ben spoke as he readied his backhand claws before roaring as he leapt at Technorg, who only grabbed him and tossed him back.

"Ben!", Emily spoke in worry before she snarled at him angrily only to notice the rope in front of her before she snapped out of her rage and then got an idea.

"Wait a minute. That's it.", Emily spoke before she grabbed the rope, went around Technorg and tipped him over, coincidentally toward Kevin, making him a bit stuck.

"Hey. You did that on purpose.", Kevin spoke to Emily.

"Well, yes and no.", Emily responded as she went over to him and helped him up before the crowd began to boo.

"Boos? No one boos Technorg! Technorg is champion!", Technorg shouted.

"It would appear that his current weakness is his lack of attention from the crowd.", Psyphon deduced.

"Indeed. Mayhaps we can take advantage of this flaw.", Vilgax guessed.

"Great idea. But how?", Emily asked.

"As much as I hate this very notion, if we are to stay alive, we all have to work together.", Vilgax suggested.

"Why would I want to work with you guys? I can take care of this goof myself.", Kevin only retorted before he sprayed Lepidopteran goo at Technorg, attracting his attention before firing petrosapien shards at Technorg, only frustrating him before said shards had no effect on Technorg at all.

"You were saying?", Ben asked.

Then, as Kevin then went for a fire blast next, Emily noticed a stray ember headed for the goo, causing it to explode, giving her an idea.

"I've got an idea. Try spraying out the goo first and then launch that fire blast.", Emily suggested.

"What for?", Kevin asked.

"The earthling has a point. More than that, she has a plan.", Psyphon stated.

"Short version? Just do it already!", Ben snarled before Kevin then sprayed out Lepidopteran goo and then fired a flamethrower from his left arm before the goo hit Technorg first and then a fire blast, knocking him back.

"Cool.", Kevin grinned.

"See? If you use your powers in combinations, they make up for not being full power. Like, for example, if you take into account XLR8's speed, Four Arms' strength, and Diamondhead's invulnerability and add them together, you get...", Emily began before Kevin got the gist.

"One mean punch!", Kevin grinned.

"And let's multiply that with this guy's fighting skills! Whatever they are. Eh, I'm sure it'll come to me.", Ben spoke as he hopped aboard.

"I think I'll join in on the fun, too.", Emily grinned as she hopped aboard as well, but on the right side next to Ben just as Technorg stood back up.

"Just be sure to use your claws to deal the finishing blow.", Psyphon suggested.

"Got it.", Fury agreed.

Then, Kevin used XLR8's speed to zoom toward Technorg before they exchanged blows as they both turned around to face each other before the wrecking ball broke apart, allowing Kevin to take advantage of the opportunity to zoom toward him again, but this time with both Ben and Emily joining in as they used their backhand claws to slash at Technorg just as Kevin punched him, knocking him to the ground back first, earning the cheer from the crowds.

"Presenting our new champions!", the announcer spoke.

Then, Kevin raised his arms.

"Oh, yeah. That's right. Who's bad?", Kevin grinned.

"Ugh. Was I always like that?", Ben asked.

"Undoubtedly.", Vilgax responded before a hologram for Slix Thigma appeared.

"And what is your alien's name?", Slix asked.

"Seriously? I'm the cat who's all that. The Rath Attack! Uh, Rath for short actually.", Rath responded.

"And my name for this alien is Fury.", Fury added.

"Fury, huh? Not bad.", Rath complimented.

"Thanks.", Fury grinned.

"How nice of you for the introduction. In any case, finish him off!", Slix spoke, gesturing to Technorg.

"Gladly.", Kevin grinned.

"What? No way, josé!", Rath exclaimed.

"Are you crazy?!", Fury added as Kevin only stepped forward toward Technorg only for Fury to grab the rope and move Kevin's leg a bit.

"That's it. It's go time, again!", Kevin spoke before he then grabbed the rope and flipped Rath and Fury up before they landed on their feet with Kevin prepared to finish them only for the red light to go off, shocking Kevin, Rath, Fury, and Vilgax before the drones appeared and grabbed them before Slix appeared.

"Mercy? What a novel concept. Prepare for galactic hyperjump. I need to recruit some new blood worthy of our champions.", Slix spoke.

* * *

Later, Ben, now back in human form, Emily, who is also back to normal, Kevin, Vilgax, and Psyphon we're walking across the hall with the aliens bowing to him.

"Nice to finally get a little respect around here.", Kevin grinned.

"Don't get too used to it. I am still respected as a conqueror of 10 worlds.", Vilgax retorted before he and the others came across Technorg, whose wrecking ball is now fixed.

"Thanks for letting him love, dipstick!", Kevin spoke in slight anger before Technorg only bowed to them.

"You're welcome.", Emily spoke in slight surprise to Kevin.

"You bested the best, then spared my life. Now, you are my master.", Technorg spoke with honor.

"Wow. R-Really?", Emily spoke in surprise as her space bug crawled out and squeaked again.

"And what's this?", Technorg asked.

"That? Oh. Well, that's one of the suave lice from what it's ambassadors called 'the great one'. This one's kinda growing on me.", Emily grinned before it squeaked in agreement as Kevin then picked up Technorg's tray.

"Actually, it was all my idea.", Kevin grinned before he then ate the purple slop.

"But, as nice as it is, I'm not so sure that we even want to be your master. We just want to get back to Earth.", Emily added before Technorg turned to his left a bit and then back before he responded.

"Even if you could free your collar and escape, the ship will soon be traveling to a new galaxy.", Technorg responded.

"There must be a way to get to the guards' collar controls.", Ben spoke.

"We don't have to. All we need do is fry them.", Vilgax assured.

"We have all tried. None of ya are powerful enough to overtake them.", Technorg discouraged.

"Maybe not individually. But if we unite, no one can take us down. If they try, they'll be sorry for it.", Emily spoke.

"Geez. Was she always this intense? I'n starting to like her already.", Kevin grinned.

"Yeah, just don't get any ideas.", Ben responded.

Later, Ben was resting his back against the wall before he turned to Technorg and winked at him before Technorg turned to the creature next to him and touched its tail with his leg before the tail then touched Vilgax, who then tapped Kevin in the shoulder, giving him his cue as he grinned.

"Agh! I can't take it anymore! I got to get off this ship now!", Kevin shouted before firing a fireball and crystal shards randomly.

"Stop him! He's out of control!", Technorg urged before he and the other aliens, including Ben, who had just transformed into Humongosaur, dogpiled each other, prompting the drones to shock them, delivering just enough energy to shock them, disabling the collars.

"The shock collars. They're disabled.", the alien spoke in surprise.

"And all we needed was our own brainiac for the job.", Humongosaur grinned before a drone turned up, evidently controlled by Cerebrum.

"Not to mention a short circuit and a little Grey Matter. Or, in this case, a little bit of Cerebrum.", Cerebrum grinned.

"Get over yourself, short stuff. A monkey could have done what you did.", Kevin retorted.

"That would've been the case if a monkey was actually here, but it isn't. So, ha!", Cerebrum smirked.

"Enough with the banter. We'd best get a move-on.", Vilgax urged as a drone was just smashed by him while another was smashed by Technorg.

"Freedom!", Technorg shouted.

Then, as another alien took the collar off, Kevin was pounding on one of the drones before Cerebrum spoke up to Kevin.

"Come on!", Humongosaur spoke up.

"You heard Vilgax. Let's go!", Cerebrum urged.

"Just when I'm starting to have some fun.", Kevin complained slightly.

"Don't worry. There's plenty of time for that after we get out.", Cerebrum assured before Kevin punched the drone one time and then took off with the others.

Later, the group of five went inside and only saw a vacant room with nicely padded seats.

"So, where are they?", Humongosaur asked.

"The controls to the emergency escape pods should be around here somewhere.", Cerebrum spoke as she got off the drone and went forward as the drone tumbled forwards.

"It just doesn't make any sense. Slix said that he controls everything on this ship from here.", Cerebrum spoke as she pushed her badge and changed back to Emily.

"Wait a minute. I think what he actually said was that his hands control everything on this ship. Possibly even anywhere.", Emily realized three holographic monitors turned on with Slix speaking through them.

"Actually, that was quite accurate. Indeed, these hands control everything on this ship, including them. And unlike you, they have no problem finishing off their opponents.", Slix spoke as more drones turned up and prepared to destroy them.

"Oh, no.", Emily spoke in worry as she took a step back in caution.

* * *

 **Chapter 4**

As the group of five grew cautious, Slix spoke up.

"I told you. These eyes are everything, and so will everybody else. But your demise will not be the opening act. Theirs will.", Slix spoke as he gestured to Technorg in the others in the arena as the crowd cheered before the ring around the circle went down and presented vulpimancers with crab-like legs as Emily grew worried for Technorg and the others before her pet crawled up to her before squeaking to her, puzzling her before she then grinned a bit and then gave a determined look in her eyes before she readied her Omni-Enhancer.

"Everyone ready?", Emily asked.

"If we're going down...", Humongosaur began.

"We're going down fighting.", Kevin finished.

"If I were to perish here, I will do so with honor.", Vilgax added.

"And I'd happily die fighting by your side, Master Vilgax.", Psyphon spike as he readied his exciter beam.

Then, the whole group charged in as Humongosaur then led the front as Emily pressed her Omni-Emhancer down before her transformation started. As it did, Emily's body suddenly grew bigger to the point it ripped apart, showing a sort of light brown and light tanned exoskeleton on her chest before she even grew a tail, which then adopted spikes before her shoes were the next to go as they ripped apart before her Dino-like feet as Emily's skin color changed as well. When the transformation was complete, a drone just fired a laser only for Kevin to smack the drone to the ground before another tried to swing at him but missed before Humongosaur grabbed him.

"Come here, you.", Humongosaur spoke before tossing the drone toward another one.

"Yes! Way to go, Ben!", Emily grinned as she wagged her spiky tail before then using it to knock the drone back just as Vilgax then fired his laser eyes at the same drone, knocking it down.

"So, what do you plan on calling this alien?", Humongosaur asked.

"Well, ngh, I plan on calling this one...", Emily grunted before then pushing the drone back as she was apparently occupied with it before finishing.

"Gigantosaurus Wrecks! Or maybe, Gigantosaurus for short.", Gigantosauros finished.

"Gigantosaurus Wrecks, huh? Don't actually see why you'd call it that, other than, that actually sounds a bit cool.", Humongosaur commented.

"Thanks.", Gigantosaurus grinned before whacking one of the drones toward two others with her spiked tail, knocking them down.

"Oh. Now, I see why you called it that.", Humongosaur realized.

"Phew. That was some pretty good teamwork, everyone.", Gigantosaurus grinned.

"If you try to hug me, you're gonna get sli...", Kevin began before Gigantosaurus understood.

"Got it.", Gigantosaurus interrupted just as Humongosaur started to time out before a red flash overcame him and changed him back to Ben just as Gigantosaurus then changed back into Emily willingly.

However, they were not out of the woods yet as more drones turned up behind them before Emily spoke up.

"New plan.", Emily spoke as she went up on Kevin's back first before Ben joined her as Kevin, Vilgax, and Psyphon followed before they got outside and saw Technorg breaking free from his cuffs only to get shocked slightly by the drones, forcing him back toward his demise by savage vulpimancers as one of them even jumped before the crowd cheered.

Little did Slix know that Kevin and Vilgax were descending toward him as Psyphon followed by on his hover pod before Kevin pocked Slix up, giving Emily the impression that Slix was not quite alien at all.

"What do you think of this?", Kevin asked just as Emily got an idea.

"Ease up. We still need him to release the escape pods.", Ben warned.

"Wait a second. That's it! Kevin, toss Slix Thigma overboard.", Emily suggested.

"Wait, what?", Ben puzzled.

"Heh. What do you know? First good idea you've had all day.", Kevin grinned before then tossing Slix downward to the arena, crashing him down a bit before he flew up as the crowd's cheered before he began to short circuit a bit.

"This is not part of the show. I command you to stop. Stop. Stop.", Slix spoke as his voice deepened, due to the effects of his short circuiting, as the drones were short circuiting as well before they fell down.

"Wait a minute. Of course.", Ben spoke.

"Slix doesn't just operate the control console. He is the control console.", Emily added before Kevin and Vilgax jumped down toward Slix.

Then, Kevin proceeded toward Slix before Vilgax spoke up.

"I would reconsider this current course if I were you, boy.", Vilgax advised to Kevin just as Emily readied her Omni-Enhancer as Ben readied his.

Then, Kevin lofted Slix up before green and bright blue lights lit up briefly. It was afterwards that Kevin noticed Emily as Software, merging with Slix as he now bore a dark blue skin pattern and light purple tracings with Emily's purple face now in front with her blue eyes the same, puzzling him.

"What?", Kevin asked.

"Well, he did say to reconsider that course of action.", Ben spoke as he stepped forward, now revealed to be a smaller, yet taller alien with blue armor of sorts.

"How did you...?", Kevin began.

"Slix is the control console for everything, just like he said in riddle-speak. Now, I can control everything in this ship.", Software added as a sort of hoverpod for Slix arrived.

"Well, goody goody for you. So long as I'm not tied up to your ugly bit anymore.", Kevin spoke before he then ran off.

"Well, that was kind of rude.", Emily spoke before turning to notice Technorg about to fall off.

"Oh, right. Technorg!", Emily realized before she moved forward in the hoverpod.

It was only after Technorg slipped that Software saved him before sighing in relief.

"Initiating intergalactic hyperjump launch.", the computer spoke up.

"Hey! I didn't authorize that. And I can't even override it.", Software spoke before Slix then started taking control back as Software gasped before he began trying to remove her.

"You don't have as much control over me as you thought.", Slix discouraged as he began removing Software from his face before Technorg then bashed Slix in once, helping Software get control of him back.

"Thanks, Technorg.", Software grinned.

"Thank me later. We must get to the escape pods before we blast off into the next galaxy.", Technorg ushered.

"Right.", Software understood before she then pressed a button, causing red lights to glow below the fighters before they were instantly teleported to the escape pods where Kevin was bashing it in with not much success before they arrived, attracting his attention.

"Need a hand? Or maybe 6 of them while you're at it?", Software asked as she then lurched her four tentacles toward a convenient lock for that sort of thing, unlocking the doors for the escape pods.

"All of you, take the escape pods back to your home planets.", Ben urged.

Then, the aliens quickly took leave of this ship and got out via escape pods, all except for Technorg.

"You gotta go, too.", Software urges.

"No. My life belongs to you two.", Technorg refused.

"And we're giving it back. Go, now!", Ben urged as he pushed Technorg inside the escape pod before the door closed, allowing Software to get off Slix before timing out willingly, changing back to Emily in the process, only for Slix to grab Emily angrily.

"You little human meat bag. Nobody controls Slix Thigma! Nobody!", Slix spoke angrily before both Kevin and Vilgax stabbed him with his Diamondhead arm and Vilgax's claw.

"Kevin?", Ben puzzled.

"And Vilgax, too? You saved us?", Emily asked.

"Sure. Why do you think I wasted all my time helping all these other losers? I just wanted the pleasure of waxing you myself.", Kevin responded as he tossed Slix aside.

"Very well. You can take the girl, but Ben Tennyson is mine.", Vilgax glared.

"Did you earthlings really think that we would leave quietly? Not when the opportunity to destroy you has arisen.", Psyphon added.

"Ugh. I should've known that was too good to be true.", Emily spoke before Kevin then trapped Emily in Lepidopteran goo, binding her to the wall.

"Emily!", Ben gasped.

"Your lapdog Technorg isn't here to help you either of you two this time.", Kevin spoke as Emily then freed her arms from the goo, at least, before dialing in an alien from her Omni-Enhancer.

"You two have nowhere to run and the Omnitrix can't help you now.", Vilgax discouraged to Ben.

"Oh. And thanks for the tips on combining my powers. You know, I did like you.", Kevin spoke as he readied his Diamondhead arm into a sword just before Emily then dialed in a new, yet familiar alien.

"Huh? Wait. That's the same alien Ben is.", Emily spoke up as she looked up at Ben in his current form against Vilgax and Psyphon.

"Don't bother trying to dial on another alien. Like your boyfriend's, I know all your powers inside and out.", Kevin discouraged as he then prepared to stab Emily, who quickly managed to press her Omni-Enhancer down.

Then, Kevin had managed to strike her, bit in a way that surprised him as there were now two Emily's, both of which were transformed and had green skin, a moderately overweight body weight, and blue armor.

"Oh, yeah? What about this one, huh?", Emily spoke.

"Bet you can't get us.", Emily's duplicate added as the two ran around before Kevin fired a flamethrower at her duplicate, but missed before the duplicate then punched Kevin back, causing him to tumble before Emily and her duplicate circled around him while taking turns on attacking him and dodging his strikes as Ben looked on.

"Oh. So, that's what that alien does? Split apart and get heavier and stronger? Heh. That could work.", Ben grinned.

"Hold still, creeps!", Kevin urged.

"New game! How about some good old boxing?", Emily spoke before she and her duplicate knocked Kevin to the ground, piling on him before her duplicate did a count.

"1, 2, 3! The winner!", the duplicate spoke before she then went back to Emily, making her slightly bigger in height and weight. In fact, just tall enough to be her normal height while her weight was 10 times her normal one as Emily giggled.

"I could get used to this. Care to do the honors, Ben?", Emily grinned.

"With pleasure. And call me Slapback!", Slapback spoke before he went forward and then split into four Slapback, knocking Kevin across the wall before he hit it, causing it to bend a little as time was running out before the four smaller Slapbacks merged back into one and he and Emily retreated to a vacant escape pod as the doors began closing only for Kevin to begin letting the doors open.

"Come on! Come on!", Emily spoke in panic before Technorg grabbed Kevin and then tossed him away from the two aliens.

"Technorg. We thought you escaped.", Emily spoke in surprise.

"I told you. My life belongs to you.", Technorg reiterated.

"Looks like we're even.", Slapback spoke.

"If you ever get in trouble, you know where to find us.", Emily grinned as the doors begin closing before Vilgax spoke up.

"Until we meet again, changelings.", Vilgax spoke.

"Huh? You're not gonna fight us?", Emily puzzled.

"Why aren't we fighting them?", Psyphon puzzled as he went over to him.

"Rest assured. There will be a reckoning, but not today.", Vilgax explained before his pod's doors closed.

"Heh. At least he's more honorable about it.", Emily grinned as the doors closed in front of Slapback and Emily before Technorg then sent Slapback and Emily blasting off toward Earth.

"Hey, Ben. What do you think of the name for this alien being 'Multistrike'?", Emily asked as the pod headed for Earth.

"Heh. Guess that's self-explanatory.", Slapback commented.

* * *

Meanwhile, Technorg walked over to Kevin, preparing to pound him in.

"So, I'm a lapdog, am I?", Tech .org spoke as he pressed his hand against his wrecking ball, making Kevin grin nervously as the computer spoke.

"Intergalactic hyperjump launch.", the computer spoke before the spaceship then quickly blasted off toward the next galaxy.

* * *

Back on Earth, the pod landed and opened up, revealing both Ben and Emily safe and sound.

"Ben, Emily, are you two all right?", asked Max as he, Gwen, and Dave rushed over to them.

"We've been looking all over for you guys. Where have you two been? And what's with that bug on your shoulder?", Dave asked as a space bug was seen crawling up Emily's shoulder as it squeaked.

"Well, that was from when the Great One and its ambassadors came to Earth weeks ago. Although, I haven't named it yet. It's still so kinda cute, though. Everything else, it's a long story. You guys okay?", Emily asked.

"I'll live. What happened to Kevin, Vilgax, and Psyphon?", Gwen asked.

"Vilgax and Psyphon just up and left after a brief fight we had. Said that there would be a reckoning, but just not today.", Emily replied.

"As for Kevin, well, he found somebody new to play with.", Ben added.

 **A/N: So, what do you think? Pretty great, right? Now, if anyone asks about the little guy, I sorta based its behavior off from Gummy from "A.I.C.O. Incarnation". It did sound cute in that series just as the cute space bug is in this series, but with a higher pitch and speed of 1 1/4. A name will be decided for that critter yet. Anyway, like I said, if you have ideas, feel free to answer any time. Until next time. :)**


	7. Chapter 6

**A/N: And here is my next target piece of work for the day, Ben 10, Now, as you know, I have finished the latest chapter for "Dragon Ball Super", so now, you can enjoy this one for "Ben 10". :) Oh, and I finally have a name for Emily's cute little pet, and that name is: Squirmy. I know it may not seem like much, but it is literally the best I could come up with on short notice. But before I forget, though, while John DiMaggio voices Vulkanus like in the original, Travis Willingham would voice Kraab and Josh Keaton would voice Six-six. And there are a couple of surprise aliens in this episode later on. Enjoy. :)**

 **Ben 10 (2005) Rewrite**

 **Chapter 6**

" **The Galactic Enforcers"**

 **Chapter 1**

In outer space, a sort of spaceship appeared via portal and then landed with the two robots moving toward it before another portal opened up, revealing another alien spaceship, only this one fired a red laser toward said ship, destroying it in a fiery explosion and knocking the robots back in the process. Afterwards, a ruthless alien in a dark blue suit with a silver waistline and spikes on the suit's shoulders by the name of Vulkanus emerged inside a sort of circular hallway just as a few robot drones fired electric rays at Vulkanus, only revealing that it had no effect in him before the alien retaliated by smashing two of them with his fists whilst crushing the third one's face. And then, Vulkanus sliced the door in half and walked toward a sort of Crystal inside a small canister before squinting his eyes a bit and then taking his leave with the Crystal as the spaceship that attacked arrived to pick Vulkanus up before he was shown walking forward to two alien bounty hunters: Six-six and Kraab, both of which turned to face Vulkanus as the latter spoke.

"Have you retrieved it?", Kraab asked.

"Yeah. Element X. It's no good by itself, you know. Where are we gonna find the bicenthium we need to make it go boom?", Vulkanus asked.

"I'm glad you asked. We need only to locate this specific alloy and then combine it with Element X. Unfortunately, it's located in this very planet.", Kraab explained as Six-six then pressed a button, showing the location of the bicenthium alloy.

"I should have known. The cesspool of the galaxy. Earth.", Vulkanus groaned.

"Indeed. And with any luck, the first planet that will be wiped out once Element X is made volatile. After that, the entire solar system will be eradicated.", Kraab responded.

* * *

 **Chapter 2**

Back on Earth, in a sort of black-and-white setting with anime-ish characters, a villain scientist was rampaging through the city in his giant robot suit.

"Tremble, insects! Bow and kiss the feet of Lord Doomicus!", Doomicus shouted before Ben and Emily, in superhero costumes with capes and shades of sorts spoke up.

"Oh, yeah?", Ben spoke up.

"Don't you have any respect for Democracy?", Emily added.

"Ultra Ben?! And Mega Emily?!", Doomicus exclaimed before Ultra Ben then broke apart one of the robot's legs, making him tip over.

"My destructoids! No!", Doomicus exclaimed in fear before Mega Emily smashes another leg, leaving his robot leg-less.

"Didn't anyone ever tell you, Doomicus? The bigger they are, the harder they fall.", Mega Emily smirked before she and Ultra Ben were later seen next to each other as the latter spoke up and held Doomicus.

"And any other chump who makes trouble in Tennyson Town is gonna her the same four-fisted Justice!", Ultra Ben announced.

"Ultra Ben! Mega Emily! Ultra Ben! Mega Emily! Ultra Ben! Mega Emily! Ben! Emily! Ben! Emily!", the crowd cheered before Gwen's voice suddenly spoke up.

"Ben! Emily! That's a work of art, you know, not your personal but rest, or even a leaning post for that matter.", Gwen spoke to Ben and Emily, making the latter surprised as she exclaimed upon noticing that she was leaning on the big foot with Ben sitting on top before Emily moved away from it.

"Oops. Sorry.", Emily apologized.

"It's okay, Emily. It's Ben I'm actually worried about. If he's not careful, he could get us kicked out of the museum.", Gwen assured before Ben hopped off he statue.

"I don't have that kind of luck.", Ben responded.

"One afternoon of culture won't kill you.", Gwen stated.

"Unless it bores me to death.", Ben retorted as he put a piece of chocolate in his mouth.

"That's a bit touché on the word play, don't you think?", Emily responded as she got out her own chocolate.

"Can I have a piece of that?", Gwen asked.

"Sorry. Chocolate's for superheroes only.", Ben only refused childishly before walking away and having another piece, earning Emily's disapproving growl.

"More like super jerks only.", Gwen responded to herself.

"If it makes you feel any better, I'll give you a piece of mine. It's basically the same flavor anyway.", Emily assured as she got a piece out for her.

"Are you sure you don't want to eat that?", Gwen asked.

"Well, just because I'm a superhero, it doesn't mean I don't have to share. I mean, what am I, selfish? And speaking of, Ben will come around one of these days.", Emily assured as her small pet popped out from her hoodie and squeaked as it started eating a little piece of its own and during that point as well.

"See? Even Squirmy likes it.", Emily stated before her Omni-Emhancer started flashing and beeping an alarm as the dial popped up on its own and then presented a hologram of what triggered the microscopic alarm system: a big, menacing spaceship.

"Huh? An alien spaceship? Why would it go there?", Emily wondered before, as if to answer, she, Squirmy, Gwen, and Ben noticed a spaceship passing by the museum below.

"Uh-oh. I think there might be some trouble in that city over there.", Emily spoke in worry.

"Maybe this won't be such a boring day after all.", Ben smiled.

* * *

Meanwhile, the spaceship just landed in the middle of the streets just as Ben and Emily caught up before Emily turned to Squirmy.

"You better stay in here where it's safe. Got it?", Emily warned.

Squirmy squeaked in compliance as it then hopped back into her hoodie and his inside just as the door opened, revealing Vulkanus, who hopped outside the ship and then showed himself.

"Huh? Since when did Technorg have a twin?", Emily asked.

"Take me to your bicenthium alloy.", Vulkanus ordered, only stirring confusion from the crowds before Vulkanus impatiently smashed his fist against the street, breaking it and forming cracks as well, causing people to flee for their lives before Ben and Emily ran and hid behind a building just as a car was tossed toward them but missed as it scraped against the street by the left side.

"Well, that was kinda rude.", Emily commented before Ben spoke up.

"Somebody's gotta teach ugly there some manners.", Ben spoke as he activated his Omnitrix before Emily activated her Omni-Emhancer.

"Better make that two somebodies.", Emily responded.

* * *

Meanwhile, Dave, Max, and Gwen found out that neither Ben nor Emily were here.

"Ben?", Max asked.

"Where do you think they are?", Dave asked.

"The alarm system on Emily's watch went off again so she and Ben went to investigate.", Gwen explained before a crash answered them as she, Max, and Dave noticed smoke coming from the city.

"And I think I know where.", Dave guessed.

* * *

Meanwhile, Vulkanus was wreaking havoc on the city as he lifted and tossed a sort of brick out to the streets before Ben, as Fourarms, and Emily, as Quad Ceps, who had a dark pink skin color, four arms, four normal blue eyes, prominent muscles, a tough skin layer, and a bigger height, although half as tall as Fourarms, both landed on Vulkanus and trapped him in holds from both sides.

"Okay, tough guy.", Fourarms began.

"Back in the spaceship with you.", Quad Ceps added.

"A tetramand? And a halfling? Man, this place really is a dump.", Vulkanus commented.

"Hey, don't knock it 'till you try it.", Quad Ceps grunted in response as she continued to hold Vulkanus off only for him to knock her and Fourarms offbefiee grabbing him by the face and tossing him toward the bank with Vulkanus walking forward before Quad Ceps then punched Vulkanus away from the bank only for Six-six to appear in midair and begin firing lasers just as Kraab openecuo his claw and then began firing his built-in laser.

"You.", Fourarms spoke before he grabbing Quad Ceps and then hiding himself and Quadceos just behind the wall of the doorway outside.

"You know these guys?", Quad Ceps asked.

"It's a long story.", Fourarms replied before Six-six then readied his rocket launcher and then fired all four at Fourarms and Quad Ceps, both of which dodged the missiles as they ran from the wall before Gwen, Max, and Dave arrived.

"Grandpa, Dave, the aliens with the jetpack and crab-like legs.", Gwen stated as she pointed to them.

"They're one of those bounty hunters who came after Ben in the desert.", Max spoke.

"I don't know who they are, exactly, but they must've busted out of Galactic jail, because they're not too happy about their sentences.", Dave guessed.

To prove this, Six-six fired his missiles at Fourarms and Quad Ceps, the former of which just caught the missiles and tossed them back at Six-six, who just went down to avoid the missiles, although he was shaken off just enough to fall on top of a truck before Quad Ceps hopped over to the truck and then picked Six-six up, only for the bounty hunter to lay down a sort of bomb below her as it went off and, instead of exploding, sent off an electrical current strong enough to subdue her as Kraab turned up and prepared to fire his laser claw just as Quad Ceps barely recovered as she panted.

"It's over, halfling.", Kraab spoke before a sudden booming sound was heard before he and the others turned to notice a blue light with 3 more trails coming out with the trails actually being three alien heroes in similar clothing, all baring the same insignia as Six-six and Kraab were suddenly being moved by a blue glow before they wound up being tossed to the ground, coincidentally near Vulkanus.

"No way!", Fourarms spoke in surprise.

"Um, okay. What just happened?", Quad Ceps puzzled.

"Okay, this is weird.", Gwen commented before the grey alien spoke up.

"Rescue Formation Alpha 9!", the leader spoke up before charging toward them as Vulkanus and Kraab helped Six-six up as they commented.

"It's the capes. I hate capes!" Vulkanus exclaimed.

"So do I.", Kraab agreed as he readied his laser claw before Six-six drew his weapon just as Vulkanus leapt forward.

Then, Six-six fired his gun at the leader while Kraab did the same as well, who then dodged the laser blasts and fired lasers of his own from his eyes, disabling the gun before a female Tetramand then performed a thunderclap, knocking Six-six and Kraab toward the truck, impressing Quad Ceps.

"Whoa. I totally gotta try that.", Quad Ceps spoke in awe before Fourarms looked up to see the female tetramand in armor smiling as she winked at him, making Fourarms uneasy as Vulkanus then tried to punch the squid-like alien with a big brain but missed as it swerved past him before he glared at him and telekinetically moved him upwards before the leader then punched Vulkanus to the ground on top of Kraab and Six-six before the leader spoke to the fallen criminals.

"By the provisions set forth in the Galactic Code of Conduct, I order you to surrender. Will you yield?", the leader asked as Vulkanus recovered and sat up.

"Yield?! What is this, a traffic light?", Fourarms asked.

"You have to stop those guys before they could try anything!", Quad Ceps urged just as Six-six dropped another bomb similar to the one used on Quad Ceps, only this one blinded the others in light as it dunked before Vulkanus, Kraab, and Six-six were shown to be back in their spaceship as it started hovering and turned around.

"Our game isn't over yet, Ben Tennyson.", Kraab spoke to him before Six-six fires two lasers at the columns, causing the structure to tip over and fall apart.

Then, Fourarms, Quad Ceps, And the female tetramand ran over to the structure and held it up as best they could to keep it from falling before the squid-like alien spoke to them in assurance.

"You may release your grip now.", the alien spoke as it telekinetically moved the structure back into place with the leader then firing his laser eyes to bind the broken pieces back together.

"Uh, thanks?", Quad Ceps spoke puzzlingly before the tetramand went over to Fourarms and Quad Ceps.

"So, what're a couple of big strong aliens like you two doing on a planet like this? We make a good team, don't we?", the tetramand asked with a grin.

"Well, first off, I live here. Secondly, yeah. We do.", Quad Ceps assured before Ben's Omnitrix began beeping and flashing red.

"Yes! Saved by the beep.", Fourarms grinned before a bright red light overcame him and dimmed, puzzling the tetramand as she noticed that Fourarms was no longer here, but instead, Ben, back in his normal form.

"Hey! Where's the rest of you go?", the tetramand puzzled.

"Uh, Sorry. I'm just a kid. I just get some extra hands once in a while.", Ben explained.

"And as awesome as this body is, I don't normally look like this.", Quad Ceps added before she then pressed the badge on her chest before changing back to Emily as a blue light overcame her and dimmed.

"See?", Emily spoke before the leader and squid-like alien descended with the latter speaking up.

"So, it is true. The Omnitrix and the Omni-Enhancer are in the possessions of children. We heard one of you two were of somewhat limited mental capacity.", the squid-like alien spoke, puzzling Ben.

"No offense.", the alien added.

"I think what he's trying to say is, 'you're not very smart'.", Emily guessed with a whisper.

"Hey!", Ben responded in surprise and slight frustration.

"Don't worry. He gets that all the time.", Gwen responded with a smirk.

"Anyway, welcome to Earth. I'm Emily. And this is Ben, Gwen, Max, and my Dad. So, who are you guys?", Emily asked.

"Greetings. I am Ultimos, the Specimen Prime. This is Synaptak and Tini. We are the Galactic Enforcers!", Ultimos introduces as he and his teammates assumed their poses, puzzling Gwen, Emily, and Dave before Ben spoke up excitedly.

"Whoa! The uniforms, the moves! You guys rock! Finally, some other superheroes I can hang with!", Ben spoke excitedly, only to earn Emily's slight coughing as she glared at him with one eyebrow raised.

"Oh. Well, other than her, that is. She's good, too.", Ben assured.

"That's better.", Emily smiled.

"As per the Galactic Code of Conduct, we hereby officially request clearance to operate in your quadrant.", Ultimos requested.

"Sure. Whatever you want.", Emily responded.

"Then, we have much to discuss.", Ultimos responded before pressing a button on his belt, causing a sort of blue ripple discs to appear not only below Ben, but also below Emily, Gwen, Dave, and Max individually.

"All right!", Ben shouted as he and the others were then seemingly transported up to the sky.

* * *

 **Chapter 3**

Above the Earth, Ben, Gwen, Emily, Max, and Dave arrive inside the Galactic Enforcers spaceship.

"Whew! Never did like those transporter discs.", Dave sighed before the group noticed the Galactic Enforcers appearing as well as Ultimos and Tini grinned.

"How cool is this? I'm in superhero heaven.", Ben smiled.

"You mean _we're_ in superhero heaven. Other than that, just don't act all crazy like a fanboy, okay?", Emily responded.

"So, why do we have the pleasure of Mr. Gadget guy and metal crab's company again?", Max asked.

"Their names are Six-six and Kraab. They escaped incarceration and formed an alliance with the cretin Vulkanus.", Ultimos explained as it showed holograms of Six-six, Kraab, and Vulkanus before Synaptak spoke up.

"A Detrovite. Limited mental capabilities. All brawn, no brains. You know the type.", Synaptak added while glaring at Ben at the end, puzzling him as Emily growled before she spoke up.

"Moving on, why were they looking for some bicenthium alloy?", Emily asked.

"They were hired to steal Element X.", Ultimos spoke as it showed a hologram of Element X before Ben grew puzzled as did Emily.

"Okay, we give up.", Ben spoke up.

"I get the feeling that it's bad, somehow, but what is it?", Emily asked.

"Element X can be used to form one half of a devastatingly explosive compound.", Synaptak explained as it showed the molecular structure of Element X.

"But why come to Earth?", Max asked.

"Most likely in search of the other ingredient, bicenthium alloy. It's very rare, but rumored to be found in your planet. When combined, the alloy and Element X form an explosive powerful enough to destroy an entire solar system.", Ultimos explained as it then showed the molecular structures of both Element X and bicenthium alloy coming together before creating a blinding light before dimming.

"Why does this stuff look so familiar?", Gwen asked.

"Yeah, I think Synaptak has it covered.", Emily responded.

"Well, I guess we should get back down there and begin looking for the...", Max began before Ultimos interrupted.

"Excuse me, but the Galactic Code is very clear on our protocol. Tini, launch observers 1 through 4.", Ultimos spoke up before Tini then walked over to the control panel and launched four observers from the ship and toward Earth as Ultimos then explained.

"The observers will scan every inch of the city and locate the perpetrators.", Ultimos explained before walking over to the group.

"In the meantime, perhaps a tour would be in order.", Ultimos offered.

"Well, we'd be honored.", Dave grinned.

"Oh, I'm sorry, but the Galactic Code is quite clear. Provision 373-837: No civilian visitors in secure areas of the ship. You, your granddaughter, and your friend must remain here on the bridge. Ben, Tini will show you and Emily around.", Ultimos responded before Tini picked up both Beh and Emily before Ben was placed on top of Tini's right shoulder while Emily was placed on her left shoulder as Ben laughed.

"Hey. How come they get to go?", Gwen asked.

"Wearing the Omnitrix and Omni-Enhancer grant Ben and Emily full hero status.", Ultimos explained before he and his teammates then went over to another room as Ben waved to Gwen, Max, and Dave while Emily adopted an uneasy look as Synaptak gave a sort of jealous glare at Ben before he led the way as the door opened.

"Sorry about this, guys!", Emily waved before the door closed behind Ultimos.

"Don't worry about us. We'll be fine. Super jerks.", Gwen only responded, mostly toward Ben, Ultimos and/or the other Galactic Enforcers.

* * *

Later, Ben and Emily were seeing the earth and moon far away.

"That's cool.", Ben grinned.

"It's beautiful.", Emily smiled before Synaptak and Ultimos walked in.

"Ah, Ben and Emily. Here. I want to show you two something.", Ultimos spoke up.

"What is it?", Emily asked before pressing a button on his belt and then opening up a floor panel in front of them, revealing a sort of table with a big long book on top of it.

"This is the Galactic Code of Conduct. Every Galactic Enforcer must learn the rules so that they may live the rules.", Ultimos spoke up.

"Oh, man. Superhero homework?", Ben groaned.

"Actually, it's more like a study guide of the Galactic law. And speaking of, it could be the perfect time to test that new feature out.", Emily responded before she then popped the dial open and then scanned the book in a sort of blue light before it dimmed and the dial went back down before a hologram popped up and presented the Galactic Code of Conduct inside.

"There. That way, I could study it from there.", Emily grinned.

"Well, the first 12,000 pages are admittedly a bit dry, but after that...", Ultimos began before an alarm rang out, giving him an idea of what it means.

"The Observos have discovered something.", Ultimos spoke before he, Ben, Emily, Tini, and Synaptak went over to where Gwen, Max, and Dave are and saw what was going on below before seeing what the observos were seeing: Kraab, Six-six, and Vulkanus digging up dirt with a metal claw from the crane in search of the bicenthium alloy before Six-six growled incoherently through his mask with Kraab translating afterwards.

"I believe what he said was to pick up the pace and dig deeper.", Kraab explained.

"Yeah, well, it would go faster if you guys helped, too.", Vulkanus retorted.

Back on the ship, Max and Dave knew what it was that they were digging out on.

"That's a strip mine.", Max stated.

"Looks like they're after iron ore. Could that be the missing ingredient?", Dave asked.

"We'd better get down there, but we could use some help. Ben, Emily, would you two consider a temporary commission in the Galactic Enforcers?", Ultimos asked.

"Good idea.", Tini grinned.

"Bad idea.", Synaptak rebuffed.

"It would seem that I am the deciding vote.", Ultimos spoke before turning to Ben and Emily.

"Let me get you two in uniform.", Ultimos grinned before Ben smiled wide as Emily gave a surprised look with Squirmy creeping up in curiosity as it squeaked.

* * *

Later, Ben jumped out first in the similar, yet slightly smaller outfit from Ultimos, although it was too big for him, before Emily jumped out as well, in a sort of combination of Tini's battle armor and Ultimos' outfit as Emily had a battle armor to cover her chest, although the top part is showing a bit more compared to Tini's, gloves, and boots for her hands and feet, and a sort of face plate on top with a suitably sized cape.

"Presenting Ultra Ben...", Ben began.

"...and Mega Emily...", Emily added before they both finished at the same time.

"Galactic Enforcers!", both Ben and Emily shouted in unison before Ben walked forward first, only to trip on his own cape and land on his chest first, making Emily giggle.

"I meant to do that.", Ben responded as he then moved up a bit.

"Yeah, sure.", Emily retorted as she then helped Ben back up as Squirmy pricked up and gave a slight squeak in response.

"But what about us?", Dave asked.

"I'm afraid the GCC is quite clear about the participation of non-superpowered beings. You'll be safer here.", Ultimos assured before Synaptak created a sort of force field to prevent Gwen, Max, and Dave from going anywhere.

"Hey.", Gwen complained slightly.

"'Hey' is right. You didn't have to go that far. Just telling them would've been enough.", Emily agreed.

"Is it really?", Synaptak responded due to experience before Emily growled.

"Sorry, guys. This a superhero thing. We'll be back after we kick Six-six and Kraab's cans.", Ben spoke to the others before eating a piece of chocolate and then offering one to Ultimos, giving Emily cause for concern.

"Hey. Want some?", Ben offered.

"As nice as it is, I don't know if that's such a good idea.", Emily warned.

"Ah. Local cuisine.", Ultimos grinned as he picked one piece up.

"Uh, actually, that's more like a snack, and like I said, it's not a good ide...", Emily began before Ultimos interrupted.

"I certainly wouldn't want to offend your planet's customs.", Ultimos responded before popping a piece into his mouth, making Emily sigh in defeat.

"Here we go.", Emily sighed before the whole team of Galactic Enforcers, Ben and Emily included, were transported out of the ship.

* * *

Meanwhile, back on Earth, Vulkanus lowered the crane's claw and opened it, putting the dirt into the box before Six-six incoherently spoke in his native language with Kraab translating once again.

"He says that we are getting closer to collecting the ore as we speak.", Kraab translated.

"Once the ore has been purified, it can be fused with Element X, and then, boom! The galaxy will be at our feet.", Vulkanus grinned.

Little did they know that as they walked forward, Ben and Emily were watching from far away before speaking up.

"Now, we got 'em. We'll catch 'em completely off... Ultimos?", Ben asked upon turning around and noticing Ultimos in his suddenly shriveled and light brown condition as he shivered.

"Speaking of 'off-guard'.", Emily responded as Squirmy pricked up and squeaked in puzzlement.

"Cold! So...c-c-c-cold...", Ultimls shivered before he fell with Synaptak catching him.

"What's wrong with him?", Emily asked calmly out of worry.

"It appears to be synchrotaxonite poisoning. Well, what is this?", Synaptak asked upon noticing a smudge on Ultimos' left cheek before scraping it off.

"I-I just gave him a little. I was trying to be polite.", Ben explained.

"I told you it wasn't a good idea, Ben, and now look what's happened.", Emily reprimanded.

"You did this? I suspected you could not be trusted.", Synaptak snapped, his suspicions seemingly confirmed.

"It's not like that. Neither of us knew that something like that would happen.", Emily responded.

"I mean, come on. Chocolate is his super weakness? You have to admit that's pretty lame.", Ben commented.

"Well, that's one of the things that could happen if your allergic to chocolate.", Emily sighed as Squirmy squeaked in agreement.

"Don't worry, Tini. I have this situation under control.", Synaptak assured as he laid Ultimos down so he can recover once he's rested.

"Great idea. One of us has to keep an eye on him until he can recover.", Emily agreed.

"You'll be dealt with after these figure are behind bars.", Synaptak threatened to Ben, slightly worrying him before he turned to Emily.

"And as for you...", Synaptak began to Emily, making her gulp in fear.

"Just do the best you can to help him.", Synaptak stated to Emily before heading off, puzzling her.

However, Synaptak went out into the open and spoke up.

"Galactic Enforcers, engage!", Synaptak shouted, attracting Kraab, Vulkanus, and Six-six's attentions before the first of the three criminals spoke up.

"Not them again.", Kraab growled.

"Synaptak, what are you doing?!", Emily exclaimed.

"What'd you do that for?!", Ben added.

"As the leader, I announce our presence with authority.", Synaptak explained.

"You do realize that by doing that, you just blew our cover, right?", Emily retorted.

"What's your point?", Synaptak asked before he looked up in surprise to see a truck headed right for them as it fell.

* * *

 **Chapter 4**

A truck was headed right for Ben, Emily, and Tini as it fell only for Synaptak to stop the truck in time with his mind before tossing it out to the ground and then speaking to Kraab, Six-six, and Vulkanus.

"By provisions set forth in the Galactic Code of Conduct, I order you to surrender.", Synaptak ordered, only for Kraab to retort.

"To the Null Void with your Galactic Code of Conduct! We will never surrender!", Kraab retorted before firing his lasers from the middle of his claw as Six-six fired rapid lasers from his gun in midair just as Vulkanus ran to a nearby crane vehicle, lifted it up, and tossed it out with Ben and Emily urging the weakened and skinny Ultimos behind a wooden shack with Tini hiding behind a big rock and Synaptak joining the others just as the crane vehicle crashed.

"Okay, does that ever work?", Ben asked.

"Let's not point fingers, guys. The important thing is, how are we gonna get out of this?", Emily asked.

"Are you finally going to become Tetramands?", Tini asked hopefully.

"That won't be necessary.", Emily responded

"Not if we can help it.", Ben added before he and Emily activated their watches and turned the dial to both XLR8 and Terra Charge before Ben and Emily pressed the watches down.

For Ben's case, a sort of blue coating went over Ben's arms and legs as well before a helmet was fashioned for his head, which then quickly turned blue and had completely green eyes with no nose before he then underwent an Omni-Enhancement with which with rock-like armor with moss formed on his torso and arms as the rocks went up to his tail, converting it into a lightning bolt-like tail before he even grew a rock-like helmet with a blue arrow facing down at the top of the helmet and a blue flame protruding from the back of it before the rock-like armor went up to his feet and created disc-like wheels with blue energy pulsing out from the middle of the wheels before Emily then yelled out as blue electricity sparked out of her chest before her right arm twitched a bit before she began to he encased in blue energy and then shielded with rock-like armor and then did a cool pose to finish up before both green and light blue flashes dimmed down.

"We have to split up.", Terra Charge stated as she then lowered her hand for Squirmy towards a rock that it could hide in.

"Right. I'll draw their attention while you take care of Kraab and Vulkanus. Tini, make sure you attack Six-six when that happens, got it? Got it!", XLR8 agreed before his visor went down and he then sped off seemingly toward Kraab and Vulkanus as blue electrical sparks arced out from the energy discs connected to his feet before XLR8 actually formed a tornado around Six-six trapping him before XLR8 went out only to get stopped by a sort of construction vehicle, causing Six-six to fall off the tornado as it died down before he landed on the ground.

Then, Vulkanus towered above XLR8 as he stood up before Kraab spoke up.

"Very good, but not good enough.", Kraab discouraged as he prepared to fire his laser from his claw before Terra Charge and Tini punched Kraab and Vulkanus away from XLR8 and then helped him up.

"Hey, come on. What are you doing, Tini? Aren't you supposed to be attacking Six-six, like, now?", XLR8 asked.

"No! I must protect you!", Tini responded.

"But if you're always protecting him, who's gonna protect...?", Terra Charge began before Tini suddenly found herself trapped inside the claw with her head sticking out as it broke through the bottom, inside, and top of the claw.

"...you?", Terra Charge finished before Kraab spoke up.

"Yes. 'Who' indeed?", Kraab concurred as Vulkanus tipped the claw down.

"Tini!", Synaptak shouted before firing his laser at Vulkanus, knocking him back, just as Six-six was recovering before he then turned around and opened apabel on his arm that opened up, revealing a mini-satellite that fired a pink laser at Synaptak, both reflecting off him and knocking him out simultaneously as he fell with a thud.

"Oh, no.", Terra Charge spoke worriedly.

"Oh, yes. Face it, Galactic Enforcers: You have already failed.", Kraab discouraged, not knowing that Gwen, Max, and Dave we're watching from the spaceship.

"They're getting creamed. We gotta do something.", Gwen urged.

"And we will. We're programming in the coordinates from the spaceship.", Dave assured.

"We should be beamed right down into the pit.", Max added.

"'Should'?", Gwen asked before Dave pressed the final button, causing transporting discs to appear below him, Max, and Gwen before they disappeared.

* * *

Meanwhile, Six-six assaulted XLR8 in the air with lasers as he also used his additional arms to toss out grenades at XLR8 in the meantime only for XLR8 to dodge them and even ran up the scaffolding before jumping off toward Six-six, hitting him and knocking him over to the ground before he landed and went around just as Gwen, Max, and Dave arrived at the pit only for a broken rail to fall toward them.

However, XLR8 caught up and saved them

in the nick of time before landing near Tini and Synaptak with Vulkanus walking forward before turning to Six-six and Kraab, the latter of which spoke in a native alien tongue before Kraab spoke up.

"Secure the ore, now!", Kraab urged before Vulkanus lifted up the crate full of dirt and took off as Gwen, Max, and Dave recovered.

"You guys okay?", Terra Charge asked as she caught up after having noticed that they have arrived.

"Why didn't we stay in that nice, safe spaceship?", Gwen groaned just before XLR8 timed out and changed back into Ben in a brief red flash before they all turned to see the trio of criminals escaping.

"We have what we came for. Soon, the entire galaxy will be ours.", Kraab announced before Six-six then fired three missiles at the rock, making it crumble apart as Ben and Terra Charge gasped in the face of a rock slide.

Then, Ben turned to notice Synaptak and Tini before getting an idea.

"This looks like a job for Ultra Ben. Only I can save Tini.", Ben spoke up.

"You mean 'we'.", Terra Charge corrected before Synaptak grew annoyed at the sight and then pushed him aside gently.

"One side, earthling.", Synaptak spoke before using his powers to create a sort of barrier to keep from getting buried in the rock slide before bursting out the rock piled on top, revealing them unscathed before Synaptak went over to Tini and knelt down to recover as Tini smiled before Terra Charge put her hand on his tentacle.

"You did good, Synaptak. You did good.", Terra Charge grinned.

"You can annoy anyone into action.", Gwen grinned.

"It's a gift.", Ben shrugged.

"Well, it's good for something.", Terra Charge grinned before timing out willingly as she pressed her badge, changing herself back to Emily in a flash of blue light before she then walked over to notice Squishy cringing from the rocks near him before it stood up straight and looked around in puzzlement as it squeaked with Emily noticing this.

"Squirmy. You're okay.", Emily grinned as she then picked it back up and put it on her shoulder just before she and the others noticed the spaceship leaving with the iron ore.

"We've lost Six-six and Vulkanus.", Max stated.

"Don't forget Kraab while you're at it.", Dave added.

"The bicenthium ore and the Element X can only be bound together with an enormous amount of heat.", Synaptak replied.

"Oh. Like the forge of steel mill?", Max guessed.

"Are there any such facilities in this area?", asked Synaptak.

"Hello. Isn't it obvious? Pittsburg. In Steeltown, U.S.A..", Emily answered before Ultimos joined the others, now back to normal and back at full strength.

"Interesting theory, but according to protocol in the Galactic Code of...", Ultimos began before Emily interrupted.

"Ultimos, I can't believe I'm saying this, but to the Null Void with the Galactic Code of Conduct! Forget protocol!", Emily interrupted before she suddenly got a beeping from her Omni-Enhancer before it popped up and showed a hologram of Azmuth as a sort of holo video.

"Well, I assumed that these miscreants would give you that much trouble.", Axluth sighed.

"Well, they're not exactly miscreants as far as I can tell, Azmuth. They mean well.", Emily responded.

"Not them. Six-six and their partners.", Azmuth corrected.

"Oh. Yeah, that makes sense.", Emily understood.

"Not to worry, though. As we speak, the DNA sample of a Polar Manzardill is already installed into your Omni-Enhancer and Omnitrix for just such an emergency. That should allow you to, shall we say, cool then down. Good luck.", Azmuth grinned before the holo message finished.

"Well, Ben? What do you think? Should we test it out?", Emily asked as she readied her Omni-Enhancer as the dial showed a silhouette of a human female with a lizard-like tail and scales up along her spine.

"Totally. And this time, we do it the Tennyson way.", Ben smirked as his dial showed a silhouette of an evolved lizard standing up on four legs.

* * *

Later, at the forge of Steel Mill, Vulkanus put the soil into the lava before Kraab spoke to him.

"How sooner can the process be done?", Kraab asked.

"Don't blow a gasket, partner. Only the purest mixtures are combined with Element X to give us the explosive we want.", Vulkanus responded before he lifted up his hands, encased in lava, although not very effective to him as he only chuckled.

"Perfect.", Vulkanus chuckled before he then heard a noise from the ceiling with Kraab and Six-six readying their weapons before Ultimos, Tini, and Synaptak descended from the panel of the ceiling opened by Synaptak.

"And still, you try to announce your presence with authority. Have you learned nothing?", Kraab inquired before Ben spoke up in a different voice in his blue lizard-like alien form.

"Wrong. We've learned quite a lot.", Ben spoke up as Emily, in half of a similar lizard alien form herself as she now bore a blue skin color with longer hair with a tinge of light blue, her clothes vanished in place of scales all over her body, a tail just as long as Ben's in his present alien form, and a naturally cold body temperature, spoke up.

"Galactic Enforcers! Formation: Surprise Party!", Emily shouted as she then started charging toward Six-six, who prepared to fire at her, only for her to jump up above him and then breathe out a very cold breath at Kraab, trapping him in ice, surprising Vulkanus.

"Whoa. Just who do you two think you are?", Vulkanus asked.

"Call me Arctiguana.", Arctiguana responded.

"And you can call me Frostblight.", Frostblight smirked.

"Galactic Enforcers, engage!", Ultimos spoke up before he and his team charged forward with Tini then striking Vulkanus as soon as she landed, allowing Ultimos to follow up.

* * *

Meanwhile, Gwen, Max, and Dave ran over to the control panels.

"Making steel's like baking a cake. Mess up the recipe and Element X won't bond to it.", Gwen states with a grin.

Back to the fight, Kraab pointed his laser claw at Frostblight as best he could as he was frozen in place.

"You have interfered for the last time!", Kraab shouted.

"You know what, Kraab? You really need to chill out.", Frostblight only smirked in response before knocking Kraab off the catwalk with her tail, as she grunted, toward the ground before he landed with a thud and then groaned.

"Or in this case, take a chill pill.", Frostblight added.

* * *

Meanwhile, Six-six fires his lasers and missiles at Arctiguana, but missed due to his apparently incredible reflexes as he climbed up and moved forward the side of a wall.

"Man, can this guy climb.", Arctiguana spoke in awe before he stopped climbing and then jumped toward Six-six, who readied his blade and just as Arctiguana neared him, pushed him toward the lava in the can only for Arctiguana to breathe out his ice breath, freezing the lava into stone before he landed on it in relief.

"My ice breath just turned that pile of lava into rock? Sweet.", Arctiguana smiled just as Synaptak arrived and then fired a laser at Six-six, knocking him back before Arctiguana climbed out of the big pot of stone and back onto the catwalk as meanwhile, Ultimos was punching Vulkanus back before Tini then joined in with him only to get punched in the gut with Ultimos then getting tossed over to the ground back-first afterwards.

Then, Tini managed to trap Vulkanus with a full-Nelson when he wasn't looking, allowing Ultimos to punch him toward a big pot where the stone was before crashing into it as Frostblight caught up to Arctiguana and Synaptak just before Six-six then got up and whipped out his laser whip, then zapping Synaptak as he screamed.

"All right, that's it!", Frostblight exclaimed before she then ran towards him and kicked him back, loosening the laser whip's grip on Synaptak, who then fell to the catwalk to recover just as below, Kraab groaned as he slowly got back up and recovered before propelling himself upwards with a blast from his laser claw aimed at the ground.

* * *

Meanwhile, Ultimos spoke to Tini out of excitement.

"This is exhilarating, isn't it? No plan. No rules. No...", Ultimos began before Tini pushed Ultimos out of the landing Kraab's path before he finished the sentence for him.

"No chance that you will take us alive.", Kraab finished just before heading over to Vulkanus, who got back up to notice the control panel where Gwen, Max, and Dave are and glared before tossing his big piece of stone toward the label, breaking the machine, although Gwen, Max, and Dave turned out okay due to evading the stone just in time.

"The controls are smashed! I can't mess with the mix from here.", Gwen stated.

"Looks like it's up to them, now.", Dave stated.

* * *

Meanwhile, Arctiguana leapt from ceiling to wall before then going behind Six-six and then whacking him in the back with his tail, knocking him to the catwalk just in time for him and Frostblight to notice Vulkanus getting ready to bond Element X to the stone, which was now being reheated into lava by Kraab.

"No!", Frostblight shouted before Tini smashed against the ground, causing a shockwave that made Vulkanus lose Element X as it went up into the air and then started to fall down.

"I got it!", Frostblight assured as she then ran and hopped off for it before she then caught it and landed on the ground, feeling a slight warmth due to her very cold body temperature.

"Oh. That tingles.", Frostblight reacted.

Then, Vulkanus, Kraab, and Six-six all seized Frostblight, who then noticed Vulkanus and Kraab before she ran as they chased her, allowing Six-six to fire a trapping net for her feet, causing her to trip and lose her grip on Element X before Vulkanus stepped over her and then got Element X back and ran back to Kraab as Six-six looked on, unaware that Synaptak has recovered and then fired a mental beam, allowing him to manipulate Six-six into Tini and Ultimos' reach before she punched him down to the ground with all three Galactic Enforcers eventually cornering him in all directions and charging toward him only for Six-six to fire an energy pulse, knocking them back just in time for Vulkanus and Kraab to catch up with the Element X back in their possession.

"Took you long enough.", Kraab commented before Frostblight noticed this and grunted as she briefly struggled to break her feet free from the net before it broke off, freeing her feet.

* * *

Meanwhile, Synaptak then fired a mental beam at a cauldron of lava before moving it from its booms as Tini then closed in and smashed Element X with an uppercut, destroying the bannister as well. Afterwards, lava began to spill on both Kraab, Six-six, and Vulkanus, but not before both Frostblight, Arctiguana, who joined in, and Ultimos utilizes their ice breaths to freeze the lava into ice, trapping the trio in the ice.

"Whew! That was close.", Frostblight sighed in relief before Arctiguana gave his thoughts.

"Don't know if it's art, but I like it.", Arctiguana smiled.

* * *

Later, the criminals were being hauled out by Ultimos before Ben and Emily spoke to Tini.

"Listen, about that tetramand thing...", Ben began.

"It just isn't gonna work out,", Emily added.

"I have found a new partner. Check out the frontal lobes on him.", Tini responded with a grin as Synaptak went over to her and put his tentacle on her shoulder.

"Well, good for you.", Emily sighed with a smile before she, Squirmy, and ben turned to see Ultinos walking toward them.

"Ben, Emily, your unorthodox methods are exactly what we need to defeat this new breed of criminals. We officially extend to you two full commissions in the Galactic Enforcers.", Ultimos offered as he presented two badges for Ben and Emily, who both took it.

"Thanks, but no thanks. I'm already part of a super team.", Ben politely refused as he tried giving it back.

"You know what? So am I.", Emily agreed as she did the same as Squirmy squeaked in agreement.

"Keep it, in hopes that we meet again someday.", Ultimos assured before he then walked back to his team.

"You know what? Maybe we will.", Emily smiled.

"Galactic Enforfers, away!", Ultimos shouted before he, his team, and the trapped criminals vanished.

"You really mean all that stuff you said to Ultimos about already being part of a super team?", Gwen asked.

"Nah. But who wants to hang with a pack of whackos like that? Besides, just hanging with Emily's good enough for me. Other than that, I'm better off with you guys.", Ben responded as he walked away, making Emily, Gwen, Max, and Dave puzzled before they grinned at his childish, yet uplifting answer.

 **A/N: SURPRISE! So, what did you think? Arciguana and Frostblight finally arrived. So, how should the next episode go and what aliens should Ben and Emily use in total for the duration of the whole next episode? If you have answers, please let me know whenever you can in the morning. Good night. :)**


End file.
